EXHIBIT 4(e)




================================================================================




                         COLUMBUS SOUTHERN POWER COMPANY

                                       TO

                                 BANK ONE, N.A.

                                   AS TRUSTEE.







                          FIRST SUPPLEMENTAL INDENTURE

                          DATED AS OF FEBRUARY 1, 2003







                                  $250,000,000

                      5.50% SENIOR NOTES, SERIES A DUE 2013

                      5.50% SENIOR NOTES, SERIES C DUE 2013






================================================================================
                               TABLE OF CONTENTS*

                                                                           Page


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

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

ARTICLE II 2013 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.......................................5
    SECTION 2.05.   Limitation on Secured Debt................................6
    SECTION 2.06.   Global Securities and Certificated Securities.............6
    SECTION 2.07.   Form of Securities........................................8
    SECTION 2.08.   Transfer and Exchange.....................................8

ARTICLE III Miscellaneous Provisions.........................................13

    SECTION 3.01.   Recitals by Company......................................13
    SECTION 3.02.   Ratification and Incorporation of Original Indenture.....13
    SECTION 3.03.   Executed in Counterparts.................................13
    SECTION 3.04.   Legends..................................................13
    SECTION 3.05.   Applicability of Section 4.05 and Article Ten of
                    Original Indenture.......................................13
-----------------

*    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 FIRST SUPPLEMENTAL INDENTURE is made as of the 1st day of
February, 2003, between COLUMBUS SOUTHERN POWER COMPANY, a corporation duly
organized and existing under the laws of the state of Ohio (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 First Supplemental
Indenture, 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 "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 C due 2013" (the "Series C Notes"; and together with the
Series A Notes the "2013 Notes"), the form and substance of the 2013 Notes and
the terms, provisions and conditions thereof to be set forth as provided in the
Original Indenture and this First Supplemental Indenture;

         WHEREAS, concurrently with the issuance of the Series A Notes, the
Company proposes to create under the Indenture a series of Senior Notes to be
designated the "6.60% Series Notes Series B, due 2033" (the "Series B Notes")
and a series of Senior Notes to be designated the "6.60% Senior Notes, Series D,
due 2033" (the "Series D Notes"; and together with the Series B Notes, the "2033
Notes"), the form and substance of the 2033 Notes and the terms, provisions and
conditions thereof to be set forth as provided in the Original Indenture and the
Second 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 First 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 2013 Notes, means
the period of 40 consecutive days beginning on and including the later of (i)
the day on which such 2013 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.

         "Global Securities" means global certificates representing the 2013
Notes as described in Section 204.

         "Holder" means a registered holder of a 2013 Note.

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

         "Columbus Southern Wires Exchange Offer" shall have the meaning
assigned to it in the Registration Rights Agreement.

         "Columbus Southern Wires Notes" shall have the meaning assigned to it
in the Registration Rights Agreement.

         "Original Issue Date" means February 14, 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 2013 Notes and the
2033 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 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 March 1, 2013.

         "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.

         "Transmission and Distribution Business" has the meaning set forth in
Section 3.05(a).

                                   ARTICLE II

                                   2013 Notes

SECTION 2.01. ...Establishment. The Series A Notes shall be designated as the
Company's "5.50% Senior Notes, Series A due 2013" and the Series C Notes shall
be designated as the Company's "5.50% Senior Notes, Series C due 2013". The
Series A Notes and the Series C 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) Series A Notes for original issue on the Original Issue Date in the
aggregate principal amount of $250,000,000 and (ii) Series C Notes from time to
time thereafter for issue only in exchange for 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 2013 Notes shall be
initially limited to $250,000,000 and shall be subject to Periodic Offerings
pursuant to Article Two of the Original Indenture. All 2013 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 2013 Notes. Any such
additional 2013 Notes will have the same interest rate, maturity and other terms
as those initially issued. The Series A Notes shall be issued in definitive
fully registered form.

SECTION 2.03. ...Maturity and Interest

(i)  The 2013 Notes shall mature on, and the date on which the  principal of the
     2013 Notes shall be payable  (unless  earlier  redeemed) shall be, March 1,
     2013;

(ii) the  interest  rate at which the 2013 Notes  shall bear  interest  shall be
     5.50% per annum; provided, however, that the Special Interest Premium shall
     accrue on the 2013 Notes under certain  circumstances as provided in clause
     (iii) below;  interest shall accrue from the date of  authentication of the
     2013 Notes;  the  Interest  Payment  Dates on which such  interest  will be
     payable shall be March 1 and  September 1, and the Regular  Record Date for
     the  determination  of  holders  to whom  interest  is  payable on any such
     Interest  Payment Date shall be the February 15 or August 15 preceding  the
     relevant  Interest  Payment Date;  provided that the first Interest Payment
     Date shall be September 1, 2003 and interest payable on the Stated Maturity
     or any redemption  date shall be paid to the Person to whom principal shall
     be paid;  each payment of interest shall include  interest  accrued through
     the day before the Interest Payment Date;

(iii)Special  Interest  Premium  shall  accrue  (a) 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 and (b) on the 2013
     Notes over and above the interest rate set forth herein in accordance  with
     Section  7(d) or  7(e),  as the  case may be,  of the  Registration  Rights
     Agreement.

SECTION 2.04. Optional Redemption. The 2013 Notes shall be redeemable at the
option of the Company, in whole at any time or in part from time to time, upon
not less than thirty but not more than sixty days' previous notice given by mail
to the registered owners of the Notes at a redemption price equal to the greater
of (i) 100% of the principal amount of the 2013 Notes being redeemed and (ii)
the sum of the present values of the remaining scheduled payments of principal
and interest on the 2013 Notes being redeemed (excluding the portion of any such
interest accrued to the date of redemption) discounted (for purposes of
determining present value) to the redemption date on a semi-annual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Treasury
Rate (as defined below) plus 25 basis points, plus, accrued interest thereon to
the date of redemption.

                           "Treasury Rate" means, with respect to any redemption
                  date, the rate per annum equal to the semi-annual equivalent
                  yield to maturity of the Comparable Treasury Issue, assuming a
                  price for the Comparable Treasury Issue (expressed as a
                  percentage of its principal amount) equal to the Comparable
                  Treasury Price for such redemption date.

                           "Comparable Treasury Issue" means the United States
                  Treasury security selected by an Independent Investment Banker
                  as having a maturity comparable to the remaining term of the
                  2013 Notes that would be utilized, at the time of selection
                  and in accordance with customary financial practice, in
                  pricing new issues of corporate debt securities of comparable
                  maturity to the remaining term of the 2013 Notes.

                           "Comparable Treasury Price" means, with respect to
                  any redemption date, (i) the average of the bid and asked
                  prices for the Comparable Treasury Issue (expressed in each
                  case as a percentage of its principal amount) on the third
                  Business Day preceding such redemption date, as set forth in
                  the daily statistical release (or any successor release)
                  published by the Federal Reserve Bank of New York and
                  designated "Composite 3:30 p.m. Quotations for U. S.
                  Government Securities" or (ii) if such release (or any
                  successor release) is not published or does not contain such
                  prices on such third Business Day, the Reference Treasury
                  Dealer Quotation for such redemption date.

                           "Independent Investment Banker" means one of the
                  Reference Treasury Dealers appointed by the Company and
                  reasonably acceptable to the Trustee.

                           "Reference Treasury Dealer" means a primary U.S.
                  government securities dealer selected by the Company and
                  reasonably acceptable to the Trustee.

                           "Reference Treasury Dealer Quotation" means, with
                  respect to the Reference Treasury Dealer and any redemption
                  date, the average, as determined by the Trustee, of the bid
                  and asked prices for the Comparable Treasury Issue (expressed
                  in each case as a percentage of its principal amount) quoted
                  in writing to the Trustee by such Reference Treasury Dealer at
                  or before 5:00 p.m., New York City time, on the third Business
                  Day preceding such redemption date.

SECTION 2.05. Limitation on Secured Debt. So long as any of the 2013 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 permit or suffer to be created or
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 2013 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 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").  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.  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 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  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
          2.06(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 2013 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.  Series A Notes sold to Institutional  Accredited
     Investors  shall be  issued  initially  in the form of a fully  registered,
     certificated Series A Note ("Certificated Securities").  Except as provided
     in this Section 2.06,  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 2013 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 2013 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  2.08(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
               2013  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  2.08,  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  Series  C Notes in
     exchange  for  Series  A Notes  accepted  for  exchange  in the  Registered
     Exchange  Offer,   which  Series  C  Notes  shall  not  bear  the  transfer
     restriction  legend set forth in Exhibit A hereto and shall not provide for
     Special  Interest Premium (except in certain  circumstances  related to the
     Columbus Southern Wires Exchange Offer as set forth in Section 2.03(iii)(b)
     herein) and the Security  Registrar  shall rescind any  restriction  on the
     transfer  of such  Series C Notes,  in each case  unless the Holder of such
     Series A Notes (A) is a  broker-dealer  tendering  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 Series C
     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 Series
     C 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.

          (g) Ohio Wires Exchange  Offer.  Notwithstanding  the foregoing,  upon
     consummation of the Columbus Southern Wires Exchange Offer,  Holders of the
     2013 Notes  shall be  permitted  to exchange  such 2013 Notes for  Columbus
     Southern Wires Notes as set forth in Section 7 of the  Registration  Rights
     Agreement  and in a  manner  mutually  acceptable  to the  Trustee  and the
     Company.

                                  ARTICLE III

                            Miscellaneous Provisions

     SECTION 3.01. Recitals by Company.  The recitals in this First 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 2013 Notes and of this First 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 First  Supplemental  Indenture
shall be read, taken and construed as one and the same instrument.

     SECTION 3.03. Executed in Counterparts.  This First 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.

     (a) As long as the 2013 NOtes are outstanding, Section 4.05 and Article Ten
of the Original Indenture shall be applicable thereto;  provided,  however, that
the  transfer of all or  substantially  all of the  Company's  transmission  and
distribution assets  ("Transmission and Distribution  Business") (whether or not
the Transmission and Distribution  Business  constitutes  "substantially all" of
the Company's total assets) to Columbus  Southern Wires LLC ("Columbus  Southern
Wires")  shall not be subject to Section  4.05 and Article  Ten of the  Original
Indenture.

     (b) To the extent the Transmission and Distribution Business is transferred
to Columbus  Southern Wires,  holders of 2013 Notes shall be given the option to
either  (i)  retain  their  2013  Notes or (ii)  exchange  their  2013 Notes for
Columbus Southern Wires Notes pursuant to the Ohio Wires Exchange Offer.


         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.


                                   COLUMBUS SOUTHERN POWER COMPANY

                                   By /s/ G. S. Chatas
                                      Assistant Treasurer
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>

                            FORM OF SERIES [A/C] 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>


                         COLUMBUS SOUTHERN POWER COMPANY
                               5.50% Senior Notes,
                                Series [A/C] due
                                      2013

CUSIP:[199575 AP 6/144A][199575 AS 0/Reg S]
                                         Original Issue Date:  February 14, 2003

Stated Maturity:  March 1, 2013                           Interest Rate:   5.50%

Principal Amount: $250,000,000 (or such other amount as is indicated
                  on Schedule A)

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

                  COLUMBUS SOUTHERN POWER COMPANY, a corporation duly organized
and existing under the laws of the State of Ohio (herein referred to as the
"Company", which term includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to
[________] or registered assigns, the principal sum of _____ DOLLARS ($_____)
[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, semi-annually in arrears
on March 1 and September 1 in each year, commencing on September 1, 2003, at the
Interest Rate per annum specified above, until the Principal Amount shall have
been paid or duly provided for. Interest shall be computed on the basis of a
360-day year of twelve 30-day months.

                  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 Regular Record Date with respect to such Interest Payment Date, which shall
be the February 15 or August 15 (whether or not a Business Day), as the case may
be, immediately preceding such Interest Payment Date, provided that interest
payable on the Stated Maturity or any redemption date 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, any redemption date or Stated
Maturity is not a Business Day, then payment of the amounts due on this Note on
such date will be made on the next succeeding Business Day, and no interest
shall accrue on such amounts for the period from and after such Interest Payment
Date, redemption date or Stated Maturity, as the case may be, except that, if
such Business Day is in the next succeeding calendar year, such payment shall be
made on the immediately preceding Business Day, with the same force and effect
as if made on such date. The principal of (and premium, if any) 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 Stated
Maturity or any redemption date) 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.

                  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 corporation 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 5.50% Senior Notes, Series [A/C] due 2013
initially issued in the aggregate principal amount of $250,000,000.

                  This Note may be redeemed by the Company at its option, in
whole at any time or in part from time to time, upon not less than thirty but
not more than sixty days' previous notice given by mail to the registered owners
of the Note at a redemption price equal to the greater of (i) 100% of the
principal of the Note being redeemed and (ii) the sum of the present values of
the remaining scheduled payments of principal and interest on the Note being
redeemed (excluding the portion of any such interest accrued to the date of
redemption) discounted (for purposes of determining present value) to the
redemption date on a semi-annual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Treasury Rate (as defined below) plus 25 basis
points, plus, in each case, accrued interest thereon to the date of redemption.

         "Treasury Rate" means, with respect to any redemption date, the rate
         per annum equal to the semi-annual equivalent yield to maturity of the
         Comparable Treasury Issue, assuming a price for the Comparable Treasury
         Issue (expressed as a percentage of its principal amount) equal to the
         Comparable Treasury Price for such redemption date.

         "Comparable Treasury Issue" means the United States Treasury security
         selected by an Independent Investment Banker as having a maturity
         comparable to the remaining term of the Notes that would be utilized,
         at the time of selection and in accordance with customary financial
         practice, in pricing new issues of corporate debt securities of
         comparable maturity to the remaining term of the Notes.

         "Comparable Treasury Price" means, with respect to any redemption date,
         (1) the average of the bid and asked prices for the Comparable Treasury
         Issue (expressed in each case as a percentage of its principal amount)
         on the third Business Day preceding such redemption date, as set forth
         in the daily statistical release (or any successor release) published
         by the Federal Reserve Bank of New York and designated "Composite 3:30
         p.m. Quotations for U.S. Government Securities" or (2) if such release
         (or any successor release) is not published or does not contain such
         prices on such third Business Day, the Reference Treasury Dealer
         redemption date.

         "Independent Investment Banker" means one of the Reference Treasury
         Dealers appointed by the Company and reasonably acceptable to the
         Trustee.

         "Reference Treasury Dealer" means a primary U.S. government securities
         dealer selected by the Company and reasonably acceptable to the
         Trustee.

         "Reference Treasury Dealer Quotation" means, with respect to the
         Reference Treasury Dealer and any redemption date, the average, as
         determined by the Trustee, of the bid and asked prices for the
         Comparable Treasury Issue (expressed in each case as a percentage of
         its principal amount) quoted in writing to the Trustee by such
         Reference Treasury Dealer at or before 5:00 p.m., New York City time,
         on the third Business Day preceding such redemption date.

                  The Company shall not be required to (i) issue, exchange or
register the transfer of any Notes during a period beginning at the opening of
business 15 days before the day of the mailing of a notice of redemption of less
than all the outstanding Notes of the same series and ending at the close of
business on the day of such mailing, nor (ii) register the transfer of or
exchange of any Notes of any series or portions thereof called for redemption.
This Global Note is exchangeable for Notes in definitive registered form only
under certain limited circumstances set forth in the Indenture.

                  In the event of redemption of this Note in part only, a new
Note or Notes of this series, of like tenor, for the unredeemed portion hereof
will be issued in the name of the Holder hereof upon the surrender of this Note.

                  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.

                                    COLUMBUS SOUTHERN  POWER COMPANY


                                    By:  ___________________________


Attest:

By:  ____________________________




<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

                                                       -------------------------
                                                       (State)
JT TEN- As joint tenants
        with right of
        survivorship
        and 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 Series A Notes evidenced
by this certificate, the undersigned confirms that such 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 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 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 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 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
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 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 Series A Notes evidenced by such Certificate.
<TABLE>
<CAPTION>
                                                               Principal Amount of
                                                             Series A Notes Remaining
Decrease in Principal Amount      Increase in Principal       After Such Decrease or            Notation by
      of Series A Notes         Amount of Series A Notes             Increase               Security Registrar
<S>                             <C>                         <C>                            <C>
</TABLE>

                                    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 Series A Notes evidenced
by this certificate, the undersigned confirms that such 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 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 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 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 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
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 5.50% Senior Notes,  Series
A due 2013 (the  Notes)  issued by  Columbus  Southern  Power  Company,  an Ohio
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  11,  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: