EX 4(a), SWEPCO, Fifth Supplemental Indenture


    Exhibit
      4(a)

    


    


    


    


    


    


    


    


    


    


    


    SOUTHWESTERN
      ELECTRIC POWER COMPANY

    


    


    and

    


    


    THE
      BANK
      OF NEW YORK,

    AS
      TRUSTEE

    


    


    ___________________

    


    


    FIFTH
      SUPPLEMENTAL INDENTURE

    


    Dated
      as
      of January 11, 2007

    


    


    Supplemental
      to the Indenture

    dated
      as
      of February 25, 2000

    


    


    5.55%
      Senior Notes, Series E, due 2017

    


    


    


    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    FIFTH
      SUPPLEMENTAL INDENTURE, dated as of January 11, 2007, between SOUTHWESTERN
      ELECTRIC POWER COMPANY, a corporation duly organized and existing under the
      laws
      of the State of Delaware (the "Company"), and THE BANK OF NEW YORK, a New York
      banking corporation organized and existing under the laws of the State of New
      York, as Trustee under the Original Indenture referred to below (the "Trustee").
      

    


    RECITALS
      OF THE COMPANY

    


    The
      Company has heretofore executed and delivered to the Trustee an indenture dated
      as of February 25, 2000 (the "Original Indenture"), to provide for the issuance
      from time to time of its debentures, notes or other evidences of indebtedness
      (the "Senior Notes"), the form and terms of which are to be established as
      set
      forth in Section 201 and 301 of the Original Indenture.

    


    Section
      901 of the Original Indenture provides, among other things, that the Company
      and
      the Trustee may enter into indentures supplemental to the Original Indenture
      for, among other things, the purpose of establishing the form and terms of
      the
      Senior Notes of any Series as permitted in Sections 201 and 301 of the Original
      Indenture.

    


    The
      Company has issued $150,000,000 aggregate principal amount of its Floating
      Rate
      Notes, due 2002 pursuant to the Original Indenture and the First Supplemental
      Indenture, dated February 25, 2000; $200,000,000 aggregate principal amount
      of
      its 4.50% Senior Notes, Series B, due 2005, pursuant to the Second Supplemental
      Indenture, dated as of June 26, 2002; $100,000,000 aggregate principal amount
      of
      its 5.375% Senior Notes, Series C, due 2015 pursuant to the Original Indenture
      and the Third Supplemental Indenture, dated April 11, 2003; and $150,000,000
      aggregate principal amount of its 4.90% Senior Notes, Series D, due 2015
      pursuant to the Original Indenture and the Fourth Supplemental Indenture, dated
      June 28, 2005.

    


    The
      Company desires to create a Series of the Senior Notes in an aggregate principal
      amount of $250,000,000 to be designated the "5.55% Senior Notes, Series E,
      due
      2017" (the "5.55% Senior Notes"), and all action on the part of the Company
      necessary to authorize the issuance of the 5.55% Senior Notes under the Original
      Indenture and this Fifth Supplemental Indenture has been duly
      taken.

    


    All
      acts
      and things necessary to make the 5.55% Senior Notes, when executed by the
      Company and completed, authenticated and delivered by the Trustee as provided
      in
      the Original Indenture and this Fifth Supplemental Indenture, the valid and
      binding obligations of the Company and to constitute these presents a valid
      and
      binding supplemental indenture and agreement according to its terms, have been
      done and performed.

    


    NOW,
      THEREFORE, THIS FIFTH SUPPLEMENTAL INDENTURE WITNESSETH:

    


    That
      in
      consideration of the premises and of the acceptance and purchase of the 5.55%
      Senior Notes by the Holders thereof and of the acceptance of this trust by
      the
      Trustee, the Company covenants and agrees with the Trustee, for the equal
      benefit of the Holders of the 5.55% Senior Notes, as follows:

    
 

    ARTICLE
      ONE

    Definitions

    


    The
      use
      of the terms and expressions herein is in accordance with the definitions,
      uses
      and constructions contained in the Original Indenture and the form of the Global
      Security attached hereto as Exhibit
      A.

    


    


    ARTICLE
      TWO

    Terms
      and
      Issuance of the 5.55% Senior Notes

    


    SECTION
      201. Issue
      of 5.55% Senior Notes

    


    A
      Series
      of Senior Notes which shall be designated the "5.55% Senior Notes, Series E,
      due
      2017" shall be executed, authenticated and delivered from time to time in
      accordance with the provisions of, and shall in all respects be subject to,
      the
      terms, conditions and covenants of, the Original Indenture and this Fifth
      Supplemental Indenture (including the form of Global Security set forth in
      Exhibit
      A
      hereto).
      The aggregate principal amount of the 5.55% Senior Notes, which may be
      authenticated and delivered under this Fifth Supplemental Indenture shall
      initially be $250,000,000, and such principal amount of the 5.55% Senior Notes
      may be increased from time to time. All 5.55% Senior 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 the issuance of additional 5.55% Senior Notes. Any such
      additional 5.55% Senior Notes will have the same interest rate, maturity and
      other terms as those initially issued.

    


    SECTION
      202. Form
      of 5.55% Senior Notes, Incorporation of Terms

    


    The
      form
      of the 5.55% Senior Notes shall be substantially in the form of the Global
      Security attached hereto as Exhibit
      A.
      The
      terms of such 5.55% Senior Notes are herein incorporated by reference and are
      part of this Fifth Supplemental Indenture.

    


    SECTION
      203. Depositary
      for Global Securities

    


    The
      Depositary for any Global Securities of the Series of which this 5.55% Senior
      Note is a part shall be The Depository Trust Company in The City of New
      York.

    


    SECTION
      204. Restrictions
      on Liens

    


    The
      covenant contained in Section 1007 of the Original Indenture shall not be
      applicable to the 5.55% Senior Notes.

    


    So
      long
      as any of the 5.55% Senior Notes are outstanding, the Company will not create
      or
      suffer to be created or to exist any additional mortgage, pledge, security
      interest, or other lien (collectively "Liens") on any of its utility properties
      or tangible assets now owned or hereafter acquired to secure any indebtedness
      for borrowed money ("Secured Debt"), without providing that the 5.55% Senior
      Notes will be similarly secured. This restriction does not apply to the
      Company's subsidiaries, nor will it prevent any of them from creating or
      permitting to exist Liens on their property or assets to secure any Secured
      Debt. Further, this restriction on Secured Debt does not apply to the Company's
      existing first mortgage bonds that have previously been issued under its
      Indenture, dated February 1, 1940, between the Company and Continental Bank,
      National Association and M.J. Kruger, as Trustees, now The Bank of New York
      and
      Frederick W. Clark, as successor trustees, 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:

    


    
      	 	
              (a)

            	
              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;

            
	 	 	 
	 	
              (b)

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

            
	 	 	 
	 	
              (c)

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

            
	 	 	 
	 	
              (d)

            	
              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 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. For purposes
      of
      this definition, the Company's balance sheet does not include assets and
      liabilities of its subsidiaries.

    


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

    


    SECTION
      205. Place
      of Payment

    


    The
      Place
      of Payment in respect of the 5.55% Senior Notes will be at the principal office
      or place of business of the Trustee or its successor in trust under the
      Indenture, which, at the date hereof, is located at 101 Barclay Street, New
      York, NY 10281, Attention: Corporate Trust Trustee.

    


     

    ARTICLE
      THREE

     

    Miscellaneous

    


    SECTION
      301. Execution
      as Supplemental Indenture

    


    This
      Fifth Supplemental Indenture is executed and shall be construed as an indenture
      supplemental to the Original Indenture and, as provided in the Original
      Indenture, this Fifth Supplemental Indenture forms a part thereof.

    


    SECTION
      302. Conflict
      with Trust Indenture Act

    


    If
      any
      provision hereof limits, qualifies or conflicts with another provision hereof
      which is required to be included in this Fifth Supplemental Indenture by any
      of
      the provisions of the Trust Indenture Act, such required provision shall
      control. 

    


    SECTION
      303. Effect
      of Headings

    


    The
      Article and Section headings herein are for convenience only and shall not
      affect the construction hereof.

    


    SECTION
      304. Successors
      and Assigns

    


    All
      covenants and agreements by the Company in this Fifth Supplemental Indenture
      shall bind its successors and assigns, whether so expressed or not.

    


    SECTION
      305. Separability
      Clause

    


    In
      case
      any provision in this Fifth Supplemental Indenture or in the 5.55% Senior Notes
      shall be invalid, illegal or unenforceable, the validity, legality and
      enforceability of the remaining provisions shall not in any way be affected
      or
      impaired thereby.

    


    SECTION
      306. Benefits
      of Fifth Supplemental Indenture

    


    Nothing
      in this Fifth Supplemental Indenture or in the 5.55% Senior Notes, express
      or
      implied, shall give to any Person, other than the parties hereto and their
      successors hereunder and the Holders, any benefit or any legal or equitable
      right, remedy or claim under this Fifth Supplemental Indenture.

    


    SECTION
      307. Execution
      and Counterparts

    


    This
      Fifth Supplemental Indenture may be executed in any number of counterparts,
      each
      of which shall be deemed to be an original, but all such counterparts shall
      together constitute but one and the same instrument.

    


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

    


    


    
      	 	
              SOUTHWESTERN
                ELECTRIC POWER COMPANY

            
	 	 	 
	 	
              By:

            	
              /s/Stephen
                P. Smith

            
	 	 	
              Vice
                President

            
	 	 	 
	
              Attest:

            	 	 
	
              /s/
                Thomas G. Berkemeyer

            	 	 
	
              Assistant
                Secretary

            	 	 
	 	 	 
	 	 	 
	 	 	
              THE
                BANK OF NEW YORK,

            
	 	 	
              as
                Trustee

            
	 	 	 
	 	
              By:

            	
              /s/
                Mary LaGumina

            
	 	 	
              Authorized
                Signatory

            
	
              Attest:
                /s/ Cheryl Clarke

            	 	 
	 	 	 
	
              Name:
                Cheryl Clarke

            	 	 
	
              Title:
                Vice President

            	 	 


    

    


    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    EXHIBIT
      A

    


    [Form
      of
      Face of Global Security]

    


    THIS
      SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
      REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A
      DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE
      NAME
      OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED
      CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY
      (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITARY TO A
      NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY
      OR
      ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED
      CIRCUMSTANCES. 

    


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

    


    No.
      R-1

    


    SOUTHWESTERN
      ELECTRIC POWER COMPANY

    5.55%
      Senior Notes, Series E, due 2017

    


    
      	
              CUSIP
                No. 845437 BH 4

            	
              $250,000,000

            


    

    


    SOUTHWESTERN
      ELECTRIC POWER COMPANY, a corporation duly organized and existing under the
      laws
      of the State of Delaware (the "Company", which term includes any successor
      Person under the Indenture hereinafter referred to), for value received, hereby
      promises to pay to CEDE & CO. or registered assigns, the principal sum of
      TWO
      HUNDRED
      FIFTY MILLION DOLLARS
      ($250,000,000) on January 15, 2017 (the "Final Maturity"), and to pay interest
      thereon from January 11, 2007 or from the most recent Interest Payment Date
      to
      which interest has been paid or duly provided for, semi-annually on January
      15
      and July 15 of each year, commencing July 15, 2007, 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 will, as provided in such Indenture, be paid to the Person in
      whose
      name this Security (or one or more Predecessor Securities) is registered at
      the
      close of business on the Regular Record Date for such interest, which shall
      be
      the January 1 or July 1 (whether or not a Business Day) immediately preceding
      the Interest Payment Date. Any such interest not so punctually paid or duly
      provided for will forthwith cease to be payable to the Holder on such Regular
      Record Date and may either be paid to the Person in whose name this Security
      (or
      one or more Predecessor Securities) is registered at the close of business
      on a
      Special Record Date for the payment of such Defaulted Interest to be fixed
      by
      the Trustee, notice whereof shall be given to Holders of Securities of this
      Series not less than 10 days prior to such Special Record Date, or be paid
      at
      any time in any other lawful manner not inconsistent with the requirements
      of
      any securities exchange on which the Securities of this Series may be listed,
      and upon such notice as may be required by such exchange, all as more fully
      provided in said Indenture.

    


    Payment
      of the principal of (and premium, if any) and interest on this Security will
      be
      made 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 such coin or currency
      of the United States of America as at the time of payment is legal tender for
      the payment of public and private debts; provided, however, that at the option
      of the Company payment of interest may be made by check mailed to the address
      of
      the Person entitled thereto as such address shall appear in the Security
      Register.

    


    This
      Security has initially been issued in the form of a Global Security, and the
      Company has initially designated The Depository Trust Company (the "Depositary",
      which term shall include any successor depositary) as the depositary for this
      Security. For as long as this Security or any portion hereof is issued in such
      form, and notwithstanding the previous paragraph, all payments of interest,
      principal and other amounts in respect of this Security or portion thereof
      shall
      be made to the Depositary or its nominee in accordance with the Applicable
      Procedures in the coin or currency specified above and as further provided
      herein.

    


    This
      Security is one of a duly authorized issue of securities of the Company (the
      "Securities"), issued and to be issued in one or more Series under an Indenture,
      dated as of February 25, 2000, as amended and supplemented from time to time
      (the "Indenture", which term shall have the meaning assigned to it in such
      instrument), between the Company and The Bank of New York, a New York banking
      corporation, as Trustee (the "Trustee", which term includes any successor
      trustee under the Indenture), as to which Indenture and all indentures
      supplemental thereto reference is hereby made for a statement of the respective
      rights, limitations of rights, duties and immunities thereunder of the Company,
      the Trustee and the Holders and of the terms upon which the Securities are,
      and
      are to be, authenticated and delivered. This Security is one of the Series
      designated on the face hereof, limited in aggregate principal amount to
      $250,000,000; provided, however, the aggregate principal amount hereof can
      be
      increased, without the consent of the Holder, as permitted by the provisions
      of
      the Original Indenture. The provisions of this Security, together with the
      provisions of the Indenture, shall govern the rights, obligations, duties and
      immunities of the Holder, the Company and the Trustee with respect to this
      Security, provided that, if any provision of this Security necessarily conflicts
      with any provision of the Indenture, the provision of this Security shall be
      controlling to the fullest extent permitted under the Indenture.

    


    The
      Securities of this Series are subject to redemption upon not less than 30 nor
      more than 60 days' notice by mail to the Holders of such Securities at their
      addresses in the Security Register for such Series at the option of the Company,
      in whole or in part, from time to time at a Redemption Price equal to
the
      greater of (i) 100% of the principal amount of the Securities of this Series
      being redeemed and (ii) the sum of the present values of the remaining scheduled
      payments of principal and interest on the Securities of this Series 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 20 basis
      points, plus, in each case, accrued interest thereon to the date of
      redemption.

    


    "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 Securities of this Series 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 Securities of this Series. 

    


    “Comparable
      Treasury Price” means, with respect to any redemption date, (1) the average of
      the Reference Treasury Dealer Quotations for such redemption date, after
      excluding the highest and lowest such Reference Treasury Dealer Quotations,
      or
      (2) if we obtain fewer than four such Reference Treasury Dealer Quotations,
      the
      average of all such quotations.

    


    "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
      us and reasonably acceptable to the trustee.

    


    "Reference
      Treasury Dealer Quotation" means, with respect to each 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.

    


    "Treasury
      Rate" means, with respect to any redemption date, the rate per year 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.

    


    If
      notice
      has been given as provided in the Indenture and funds for redemption of any
      Securities (or any portion thereof) called for redemption shall have been made
      available on the Redemption Date referred to in such notice, such Securities
      (or
      any portion thereof) will cease to bear interest on the date fixed for such
      redemption specified in such notice and the only right of the Holders of such
      Securities will be to receive payment of the Redemption Price.

    


    In
      the
      event of redemption of this Security in part only, a new Security or Securities
      of this Series and of like tenor for the unredeemed portion hereof will be
      issued in the name of the Holder hereof upon the cancellation
      hereof.

    


    The
      Securities of this Series will not be subject to any sinking fund.

    


    If
      an
      Event of Default with respect to Securities of this Series shall occur and
      be
      continuing, the principal of the Securities of this Series may be declared
      due
      and payable in the manner and with the effect provided in the
      Indenture.

    


    Interest
      payments with respect to this Security will be computed and paid on the basis
      of
      a 360-day year of twelve 30-day months for the actual number of days
      elapsed.

    


    The
      Indenture permits, with certain exceptions as therein provided, the amendment
      thereof and the modification of the rights and obligations of the Company and
      the rights of the Holders of the Securities of each Series to be affected under
      the Indenture at any time by the Company and the Trustee with the consent of
      the
      Holders of a majority in principal amount of the Securities at the time
      Outstanding of all Series to be affected (voting as a class). The Indenture
      also
      contains provisions permitting the Holders of specified percentages in principal
      amount of the Securities of each Series at the time Outstanding, on behalf
      of
      the Holders of all Securities of such Series, to waive compliance by the Company
      with certain provisions of the Indenture and certain past defaults under the
      Indenture and their consequences. Any such consent or waiver by the Holder
      of
      this Security shall be conclusive and binding upon such Holder and upon all
      future Holders of this Security and of any Security issued upon the registration
      of transfer hereof or in exchange herefor or in lieu hereof, whether or not
      notation of such consent or waiver is made upon this Security.

    


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

    


    This
      Security shall be exchangeable for Securities registered in the names of Persons
      other than the Depositary with respect to such Series or its nominee only as
      provided in the Indenture. This Security shall be so exchangeable if (x) the
      Depositary notifies the Company that it is unwilling or unable to continue
      as
      Depositary for such Series or at any time ceases to be a clearing agency
      registered as such under the Exchange Act, (y) the Company executes and delivers
      to the Trustee an Officers' Certificate providing that this Security shall
      be so
      exchangeable or (z) there shall have occurred and be continuing an Event of
      Default with respect to the Securities of such Series. Securities so issued
      in
      exchange for this Security shall be of the same Series, having the same interest
      rate, if any, and maturity and having the same terms as this Security, in
      authorized denominations and in the aggregate having the same principal amount
      as this Security and registered in such names as the Depositary for such Global
      Security shall direct.

    


    As
      provided in the Indenture and subject to certain limitations therein set forth,
      the transfer of a Security of the Series of which this Security is a part is
      registrable in the Security Register, upon surrender of this Security for
      registration of transfer at the office or agency of the Company in any place
      where the principal of and any premium and interest on this Security are
      payable, duly endorsed by, or accompanied by a written instrument of transfer
      in
      form satisfactory to the Company and the Security Registrar duly executed by,
      the Holder hereof or his attorney duly authorized in writing, and thereupon
      one
      or more new Securities of this Series and of like tenor, of authorized
      denominations and for the same aggregate principal amount, will be issued to
      the
      designated transferee or transferees.

    


    The
      Securities of this Series are issuable only in registered form without coupons
      in denominations of $1,000 and any integral multiple thereof. As provided in
      the
      Indenture and subject to certain limitations therein set forth, Securities
      of
      this Series are exchangeable for a like aggregate principal amount of Securities
      of this Series and of like tenor of a different authorized denomination, as
      requested by the Holder surrendering the same.

    


    No
      service charge shall be made for any such registration of transfer or exchange,
      but the Company may require payment of a sum sufficient to cover any tax or
      other governmental charge payable in connection therewith.

    


    Prior
      to
      due presentment of this Security for registration of transfer, the Company,
      the
      Trustee and any agent of the Company or the Trustee may treat the Person in
      whose name this Security is registered as the owner hereof for all purposes,
      whether or not this Security be overdue, and neither the Company, the Trustee
      nor any such agent shall be affected by notice to the contrary.

    


    For
      so
      long as this Security is issued in the form of a Global Security, any notice
      to
      be given to the Holder of this Security shall be deemed to have been duly given
      to such Holder when given to the Depositary, or its nominee, in accordance
      with
      its Applicable Procedures. Neither the Company nor the Trustee will have any
      responsibility with respect to those policies and procedures or for any notices
      or other communications among the Depositary, its direct and indirect
      participants and the beneficial owners of this Security in global
      form.

    


    If
      at any
      time this Security is not represented by a Global Security, any notice to be
      given to the Holder of this Security shall be deemed to have been duly given
      to
      such Holder upon the mailing of such notice to the Holder at such Holder's
      address as it appears on the Security Register maintained by the Company or
      its
      agent as of the close of business preceding the day such notice is
      given.

    


    Neither
      the failure to give any notice nor any defect in any notice given to the Holder
      of this Security or any other Security of this Series will affect the
      sufficiency of any notice given to another Holder of any Securities of this
      Series.

    


    Prior
      to
      due presentment of this Security for registration of transfer, the Company,
      the
      Trustee and any agent of the Company or the Trustee may treat the Person in
      whose name this Security is registered as the owner hereof for all purposes,
      whether or not this Security be overdue, and neither the Company, the Trustee
      nor any such agent shall be affected by notice to the contrary.

    


    The
      Indenture provides that the Company, at its option, (a) will be discharged
      from
      any and all obligations in respect of the Securities (except for certain
      obligations to register the transfer or exchange of Securities, replace stolen,
      lost or mutilated Securities, maintain paying agencies and hold moneys for
      payment in trust) or (b) need not comply with certain restrictive covenants
      of
      the Indenture, in each case if the Company deposits, in trust, with the Trustee
      money or U.S. Government Obligations which, through the payment of interest
      thereon and principal thereof in accordance with their terms, will provide
      money, in an amount sufficient to pay all the principal of, and premium, if
      any,
      and interest, if any, on the Securities on the dates such payments are due
      in
      accordance with the terms of such Securities, and certain other conditions
      are
      satisfied.

    


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

    


    This
      Security shall be governed by and construed in accordance with the laws of
      the
      State of New York without regard to principles of conflict of law except Section
      5-1401 of the New York General Obligations Law.

    


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

    


    Unless
      the certificate of authentication hereon has been executed by the Trustee
      referred to herein by manual signature, this Security shall not be entitled
      to
      any benefit under the Indenture or be valid or obligatory for any purpose.
      

    


    


    IN
      WITNESS WHEREOF, Southwestern Electric Power Company has caused this instrument
      to be duly executed under its corporate seal. 

    


    


    
      	 	
              SOUTHWESTERN
                ELECTRIC POWER COMPANY

            
	 	 	 
	 	
              By:

            	 
	 	 	
              Treasurer

            
	 	 	 


    

    


    


    This
      is
      one of the Securities of the Series designated herein and referred to in the
      within-mentioned Indenture.

    


    
      	
              Dated:
                January 11, 2007

            	
              THE
                BANK OF NEW YORK

            
	 	 	 
	 	
              By:

            	 
	 	 	
              Authorized
                Signatory

            


    

    


    


    


    


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

    


    (PLEASE
      INSERT SOCIAL SECURITY OR OTHER

    IDENTIFYING
      NUMBER OF ASSIGNEE)

    


    _______________________________________

    


    ________________________________________________________________

    


    ________________________________________________________________

    (PLEASE
      PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF

    ________________________________________________________________

    ASSIGNEE)
      the within Note and all rights thereunder, hereby

    ________________________________________________________________

    irrevocably
      constituting and appointing such person attorney to 

    ________________________________________________________________

    transfer
      such Note on the books of the Issuer, with full

    ________________________________________________________________

    power
      of
      substitution in the premises.

    


    


    


    Dated:________________________ _________________________

    


    


    


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