Exhibit
3 (a)




CERTIFICATE
OF AMENDMENT


OF


RESTATED
CERTIFICATE OF INCORPORATION


* * * *
*


SOUTHWESTERN ELECTRIC POWER
COMPANY, a corporation organized and existing under and by virtue of the
General Corporation Law of the State of Delaware,


DOES HEREBY CERTIFY:




FIRST:  That the Board of
Directors at a meeting duly held, adopted a resolution proposing and declaring
advisable the following amendment to the Restated Certificate of Incorporation
of said corporation:





RESOLVED,
that the Restated Certificate of Incorporation of Southwestern Electric Power
Company be amended by changing Article IV, Paragraph 7(a) thereof so that, as
amended, said Paragraph 7(a) of Article IV shall be and read as
follows:





"(a)                      Each
record holder of outstanding shares of Preferred Stock shall, at all meetings of
stockholders of the corporation, have one (1) vote for each share of Preferred
Stock held by such holder, and the Preferred Stock shall vote with the Common
Stock and not as a separate class, except as expressly
provided in Paragraph (4) or (5) of this Article IV or in this Paragraph (7)
and except as
may be required by law.  In such excepted cases, each record holder of
outstanding shares of the Preferred Stock shall have ten (10) votes for each
share of the Preferred Stock held by such holder, except as may be
required by law, and shall not vote together with the Common
Stock.  Each record holder of outstanding shares of Common Stock
shall, at all meetings of stockholders of the corporation, have one (1) vote for
each share of Common Stock held by him, except as otherwise
provided in this Paragraph (7)."




SECOND:  That in lieu of a
meeting and vote of stockholders, the stockholders have given unanimous written
consent to said amendment in accordance with the provisions of Section 228 of
the General Corporation Law of the State of Delaware.




THIRD:  That the aforesaid
amendment was duly adopted in accordance with the applicable provisions of
Sections 242 and 228 of the General Corporation Law of the State of
Delaware.





IN
WITNESS WHEREOF, said Southwestern Electric Power Company has caused this
certificate to be signed by L. Rahmond Staggers, its Secretary, this 1st day of
May, 2008.




__/s/ L. Rahmond
Staggers________


By:  L.
Rahmond Staggers


Secretary











SOUTHWESTERN ELECTRIC POWER
COMPANY




RESTATED CERTIFICATE OF INCORPORATION




Dated:
December 14, 1970




(As
Amended Through May 6, 1997)








FIRST.  The
name of this corporation is Southwestern Electric Power


Company.





SECOND.
The location of its principal office in the State of Delaware is in


the City
of Wilmington, County of New Castle. The name of the agent therein,
and


in charge
thereof and upon whom legal process against this corporation may be


served,
is The Corporation Trust Company.





THIRD.
The nature of the business of, and the objects and purposes
proposed


to be
transacted, promoted and carried on by, the corporation are to do any
or


all of
the things herein mentioned and set forth, as fully and to the same


extent,
to all intents and purposes, as natural persons might or could do,
and


in any
part of the world, namely:





To
produce, or in any manner acquire, and to sell and dispose of, and


distribute,
artificial gas, and its by-products and residual products, and


to
construct, or in any manner acquire, to own, hold, and operate, and
to


sell,
exchange, lease and incumber, or in any manner dispose of, works,


buildings,
pipelines, mains, machinery, apparatus, appliances, facilities,


rights,
privileges, franchises, ordinances, and all such real and personal


property
as may be necessary, useful or convenient to the production,


acquisition,
storage and distribution of the aforesaid products.





To
mine for, prospect for, drill for, produce, buy and in any manner


acquire,
and to market, sell, transport and distribute, natural gas; to


mine
for, produce, buy and in any manner acquire, to refine,
manufacture,


into
its several products to sell, market, distribute and transport,


petroleum,
and its products, and by-products, and to construct, lay,


purchase,
or in any manner acquire, to maintain and operate, and to sell,


lease,
encumber, or in any manner dispose of, works, buildings, pipelines,


mains,
machinery, apparatus, appliances, facilities, rights, privileges,


franchises,
ordinances, and all such real and personal property as may be


necessary,
useful or convenient to the production, acquisition, storage,


transportation,
and distribution of natural gas or petroleum, or both.





To
manufacture, buy, sell, rent and deal in stoves, engines, motors,


lamps,
and other apparatus and appliances calculated, directly or


indirectly,
to promote the consumption or use of natural or artificial gas


or
petroleum, or any of their products or by-products.





To
lease, buy, or otherwise acquire, to hold and operate and to sell,


lease,
incumber, or otherwise dispose of, petroleum oil and gas lands and


leases,
and right to explore for and remove natural gas and petroleum, and


to
take contracts for the drilling of oil and gas wells, and to carry
out


and
execute the same.





To
generate, produce, buy, or in any manner acquire, and to sell,


dispose
of and distribute, electricity for light, heat, power and other


purposes,
and to construct, erect, or in any manner acquire, to own, hold


and
operate, and to sell, exchange, lease, incumber, or in any manner


dispose
of, works, poles, wires, conduits, subways, cables, machinery,


apparatus,
appliances, facilities, rights, privileges, franchises,


ordinances
and all such real and personal property as may be necessary,


useful
or convenient in the production, accumulation, sale, transmission,


and
distribution of electricity, and to manufacture, buy, sell, lease
and


deal
in, fixtures, chandeliers, electroliers, brackets, lamps, globes,


motors,
generators, meters, dynamos, batteries and all other appliances,


appurtenances
and devices capable of being employed in connection with the


generation,
accumulation, distribution, transmission and use of


electricity.





To
furnish light, heat and power by natural or artificial gas,


electricity,
steam, water or other means, and to acquire, operate and


dispose
of all such real and personal property, and such rights, privileges


and
franchises, as shall be necessary, useful or convenient to such
ends.





To
construct, or in any manner acquire, to equip, to own, hold and


operate,
and to sell, exchange, lease, incumber, or in any manner dispose


of,
street railways, and interurban railways, for the transportation of


passengers,
merchandise, mail, express and other freight, and to acquire,


hold,
operate and dispose of such real and personal property, rights,


privileges,
franchises and ordinances, as may be necessary, useful or


convenient
for such purpose, including parks and other public places of


amusement
and attraction calculated to promote the use of any such street


or
interurban railway.





To
purchase, subscribe for, or in any manner acquire, to own, and


hold,
to receive and dispose of the income from, to sell, assign,
transfer,


pledge,
mortgage, or in any manner dispose of, and to exercise all the


rights
of individual natural persons with respect to, any bonds,


securities,
and evidences of indebtedness, of, or shares of stock in, any


corporation,
association or joint stock company of the State of Delaware,


or
of any other state, territory or country.





To
sell, or in any manner dispose of, mortgage or pledge any stocks,


bonds
or other obligations, or any property, which at any time may be
held


by
the Company, for its proper corporate purposes, as and when the Board
of


Directors
shall determine.





To
manufacture, buy, sell and deal in ice; to carry on and conduct the


business
of cold storage, refrigeration or freezing; and to acquire by


construction,
purchase, or otherwise, and to maintain and operate any plant


or
property useful for any of said purposes.





IN
FURTHERANCE AND NOT IN LIMITATION of the general powers conferred by
the


laws of
the State of Delaware, it is expressly provided that the Company
shall


also have
the following additional powers, namely:





To
acquire the good will, rights and property, and to undertake the


whole
or any part of the assets or liabilities, of any person, firm,


association
or corporation; to pay for the same in cash, the stock or bonds


of
this Company, or otherwise; to hold, or in any manner dispose of,
the


whole
or any part of the property so purchased; to conduct in any lawful


manner
the whole or any part of any business so acquired, and to exercise


all
the powers necessary or convenient in and about the conduct and


management
of such business.





To
apply for, purchase, or in any manner acquire, and to hold, own,


use
and operate, and to sell, or in any manner dispose of, and to grant


licenses
or other rights, in respect of, and in any manner deal with, any


and
all rights, inventions, improvements and processes used in
connection


with
or secured under letters patent or copyrights of the United States,
or


other
countries, or otherwise, and to work, operate and develop the same,


and
to carry on any business, manufacturing or otherwise, which may,


directly
or indirectly, effectuate these objects, or any of them.





To
enter into, make, and perform contracts of every kind with any


person,
firm, association or corporation, county, parish, state, territory,


or
government, or other municipality, or governmental subdivision,
and,


without
limit as to amount, to draw, make, accept, endorse, discount,


execute
and issue promissory notes, drafts, bills of exchange, warrants,


bonds,
debentures, and other negotiable or transferable instruments, so
far


as
may be permitted by the laws of the State of Delaware.





To
have one or more offices out of the State of Delaware, and to carry


on
its business and promote its objects without restriction as to place
or


amount.





To
guarantee any dividends or bonds or contracts or other obligations.





While
the owner of shares of stock of, or interests in, any


corporation,
joint stock company, firm, or association, to exercise all the


rights
and privileges of such ownership, including the right to vote


thereon,
and to do anything needful or convenient for the protection,


improvement,
betterment or enhancement in value of such shares of stock or


interests,
or any bonds or obligations owned by the Company, and to in any


manner
aid any such corporation, joint stock company, firm or association,


the
stock, bonds, or other obligations, of, or interests in, which are
held


by
the Company.





To
do any or all of the things herein set forth to the same extent as


natural
persons might or could do, and in any part of the world, as


principals,
agents, contractors, trustees, or otherwise; and in general to


carry
on any business in connection therewith, whether manufacturing or


otherwise,
and with all the powers conferred by the laws of Delaware upon


corporations
organized under the Act* referred to in the last paragraph of


the
original Certificate of Incorporation of the corporation (which


paragraph
has been omitted from this Restated Certificate as stated above).





FOURTH.
The aggregate number of shares of stock of all classes which the


corporation
has authority to issue is Nine Million Four Hundred Sixty Thousand


(9,460,000)
shares, of which Seven Million Six Hundred Thousand (7,600,000)


shares of
the par value of Eighteen Dollars ($18) each shall be of a class


designated
Common Stock, and One Million Eight Hundred Sixty Thousand


(1,860,000)
shares of the par value of One Hundred Dollars ($100) each shall be


of a
class designated Preferred Stock.





Seventy-five
Thousand (75,000) shares of the Preferred Stock shall be


designated
5% Preferred Stock (the "5% Series") and shall constitute a series
of


the
Preferred Stock; Twenty-five Thousand (25,000) shares of the Preferred
Stock


shall be
designated 4.65% Preferred Stock (the "4.65% Series") and shall


constitute
a series of the Preferred Stock; Sixty Thousand (60,000) shares of


the
Preferred Stock shall be designated 4.28% Preferred Stock (the
"4.28%


Series")
and shall constitute a series of the Preferred Stock; and the
remaining


shares of
the Preferred Stock may be issued as additional shares of the 5%


Series,
the 4.65% Series or the 4.28% Series, or as shares of one or more
other


series,
all as may be determined from time to time by the Board of
Directors.


Shares of
each series of the Preferred Stock shall have such designation,


preferences
and relative, participating, optional or other special rights, and


qualifications,
limitations or restrictions thereof, as are stated and expressed


herein or
in the resolution or resolutions providing for the issue of shares
of


such
series adopted by the Board of Directors as hereinafter provided.
The


powers,
preferences and rights of the classes of stock of the corporation
and


the
qualifications, limitations or restrictions of such powers, preferences
and


rights,
and the express grant of authority to the Board of Directors to fix
by


resolution
or resolutions the designations and certain of the powers,


preferences
and rights of the shares of any additional series of the Preferred


Stock and
the qualifications, limitations or restrictions of such powers,


preferences
and rights, to the extent not fixed herein, are as hereinafter


provided.





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


*    An
Act of the Legislature of the State of Delaware entitled "An Act


Providing
A General Corporation Law", approved March 10, 1899, and the acts


amendatory
thereof and supplemental thereto.














Authority
is hereby expressly granted to the Board of Directors of the


corporation
to establish by resolution, from time to time, one or more other


series of
the Preferred Stock and to fix and determine the designations,
rates


of
dividend, the dates from which dividends shall be cumulative,
redemption


prices
and terms and conditions of redemption, the terms, provisions and


conditions
of any sinking fund, conversion rights, if any, and terms and


conditions
of conversion, the amounts payable in the event of the voluntary


liquidation,
dissolution or winding up of the corporation, and any other special


rights
which the Board of Directors may have authority under the laws of


Delaware
to fix and determine, applicable to the shares of the respective


series,
provided that the terms and provisions set forth herein with respect
to


the
Preferred Stock shall be applicable to all shares of the Preferred Stock
of


each
series except as and to the extent otherwise provided herein or fixed
and


determined
by the Board of Directors by resolution establishing a particular


series
pursuant to the authority herein vested in such Board. Any authorized
and


unissued
shares of the Preferred Stock and any shares of the Preferred Stock


from time
to time having the status of unissued shares may be issued as
shares


of the 5%
Series, the 4.65% Series or the 4.28% Series, or as shares of any
one


or more
other series established by the Board of Directors as herein
authorized.





(1)
The holders of shares of the Preferred Stock shall be entitled to


receive,
in respect of each share held, preferential dividends upon the par


value
thereof at the annual rate specified in the designation of such share,
and


no more,
payable quarter-yearly on January first, April first, July first
and


October
first in each year, when and as declared by the Board of Directors,
out


of the
surplus or net profits of the corporation. Such dividends shall be


cumulative
(a) as to the 75,000 outstanding shares of the 5% Series, from the


first day
of the dividend period in which such shares were originally issued,


(b) as to
the 25,000 outstanding shares of the 4.65% Series and the 60,000


shares of
the 4.28% Series initially to be issued, from the date of issue


thereof,
(c) as to the shares initially issued of any other series, from the


date of
issue or such other date as may be provided in the resolution of
the


Board of
Directors authorizing the initial issue of shares of such series,
and


(d) as to
additional shares of any then outstanding series, from the first
day


of the
dividend period in which issued; and such dividends shall be paid,
or


declared
and set apart for payment, before any dividends shall be declared
or


paid on
or set apart for the Common Stock and before any payments are made
to


any
sinking fund created as herein provided for any series of Preferred
Stock,


so that
if for any past dividend period or the current dividend period
dividends


on the
Preferred Stock (of all series) shall not have been paid, or declared
and


set apart
for payment, the deficiency shall be fully paid or declared and
funds


set apart
for the payment thereof before any dividends shall be declared or
paid


on or set
apart for the Common Stock and before any payments are made to any


sinking
fund created for any series of Preferred Stock. No dividend shall at
any


time be
paid on or set apart for any share of Preferred Stock, of any
series,


unless at
the same time there shall be paid on or set apart for all shares of


Preferred
Stock (of all series) then outstanding dividends in such amount
that


the
holders of all shares of the Preferred Stock (of all series) shall
receive


or have
set apart for them a uniform percentage of the full annual dividend
to


which
they are, respectively, entitled. The term "dividend period" as
used


herein,
refers to each period of three consecutive calendar months ending on
the


day next
preceding the date on which dividends, if declared, shall be
payable.


The
holders of the shares of the Preferred Stock shall not be entitled
to


receive
any dividends thereon other than cash dividends at no more than the


annual
rate specified in the designation of such shares. All shares of the


Preferred
Stock at any time authorized, regardless of the series or
designation


thereof,
shall constitute one class of stock and, except as to those
provisions


applicable
only to the shares of a particular series as provided herein or as


fixed and
determined by the Board of Directors pursuant to the authority
herein


vested in
the Board of Directors, shall be of equal rank and confer equal
rights


upon the
holders thereof. Whenever full cumulative dividends as aforesaid
upon


the
Preferred Stock (of all series) and upon any other shares of stock
having


priority
as to dividends over the Common Stock, then outstanding, for all
past


dividend
periods and for the current dividend period shall have been paid,
or


declared
and set apart for payment, and after complying with all provisions
in


respect
of any sinking fund or funds for the Preferred Stock of any series
(if


and to
the extent compliance with such provisions is a condition precedent
to


the
declaration or payment of dividends on Common Stock), the Board of
Directors


may
declare and authorize the payment of dividends on the Common Stock of
the


corporation,
SUBJECT, HOWEVER, to the restrictions hereinafter set forth.





(2)
In the event of the involuntary liquidation, dissolution or winding
up


of the
corporation, the holders of shares of the Preferred Stock (of all
series)


then
outstanding shall be entitled to be paid in full, out of the net assets
of


the
corporation, the par value of their shares plus an amount equal to
the


accrued
dividends on such shares, and no more, before any amount shall be
paid


or
distributed to the holders of shares of the Common Stock. In the event of
the


voluntary
liquidation, dissolution or winding up of the corporation, the
holders


of shares
of the 5% Series, the 4.65% Series and the 4.28% Series then


outstanding
shall be entitled to be paid in full, out of the net assets of the


corporation,
the then effective respective redemption prices of such shares


(including
an amount equal to the accrued dividends on such shares), and no


more,
before any amount shall be paid or distributed to the holders of shares
of


the
Common Stock. After payment in full to the holders of all shares of
the


Preferred
Stock (of all series) and of all other shares of stock, if any,
having


priority
over the Common Stock as to assets, then outstanding, of the amounts
to


which
they are respectively entitled as herein provided, the remaining
assets


and
profits shall be divided among and paid or distributed to the holders
of


shares of
Common Stock.





(3)
The corporation, on the sole authority of its Board of Directors,
shall


have the
right at any time or from time to time to redeem and retire all or
any


part of
the Preferred Stock, or all or any part of the shares of one or
more


series of
the Preferred Stock, upon and by the payment to the holders of the


shares to
be redeemed, or upon or by setting aside as hereinafter provided
for


the
benefit of such holders, of the redemption price or prices fixed for
the


shares to
be redeemed, which redemption price (a) in the case of shares of
the


5% Series
shall be $109 per share plus accrued dividends to the date of


redemption,
(b) in the case of shares of the 4.65% Series shall be $103.75 per


share if
the date of redemption is on or prior to July 1, 1959, and $102.75
per


share if
the date of redemption is subsequent to July 1, 1959, plus, in each


case,
accrued dividends to the date of redemption, and (c) in the case of
shares


of the
4.28% Series shall be $105.904 per share if the date of redemption
is


prior to
January 1, 1960, $104.904 per share if the date of redemption is on
or


subsequent
to January 1, 1960, and prior to January 1, 1965, and $103.904 per


share if
the date of redemption is on or subsequent to January 1, 1965, plus,
in


each
case, accrued dividends to the date of redemption; PROVIDED that not
later


than on
the thirtieth day prior to the date fixed for such redemption, notice
of


the
intention of the corporation to redeem such shares, specifying the shares
to


be
redeemed and the date and place of redemption, shall be given to the
holders


of record
of the shares so to be redeemed, in the discretion of the Board of


Directors,
either by publication in a newspaper of general circulation
published


in the
City of Chicago, Illinois, and in a newspaper of general circulation
in


the City
of New York, New York, or by depositing a copy of such notice in a


United
States post office or mail box at any place in the United States


addressed
to each holder of record of the shares to be redeemed at his
address


as the
same appears upon the records of the corporation; AND, PROVIDED
FURTHER,


that if
such notice is given by mail, unintentional omissions or errors in
names


or
addresses, or other defects in such mailing, shall not impair the validity
of


the
notice of, or proceedings for, such redemption. In every case of
the


redemption
of less than all the outstanding shares of any particular series of


Preferred
Stock, the shares of such series to be redeemed shall be chosen by


proration
(so far as may be without the issuance of fractional shares), by
lot


or in
such other equitable manner as may be prescribed by resolution of
the


Board of
Directors. The corporation may deposit, with a bank or trust
company,


which
shall be named in the notice of redemption, shall be located in the
City


of New
York, New York, or in Chicago, Illinois, and shall have capital,
surplus


and
undivided profits of at least $1,000,000, the aggregate redemption price
of


the
shares to be redeemed, in trust for the payment thereof on or before
the


redemption
date to or upon the order of the holders of such shares, upon


surrender
of the certificates for such shares. Such deposit in trust may, at
the


option of
the corporation, be upon terms whereby in case the holder of any


shares of
Preferred Stock called for redemption shall not, within ten years


after the
date fixed for redemption of such shares, claim the amount so


deposited
for the payment of the redemption price of such shares, such bank
or


trust
company shall on demand, when requested by resolution of the Board
of


Directors
of the corporation or its successor, pay to or upon the written
order


of the
corporation or its successor the amount so deposited, and thereupon
such


bank or
trust company shall be released from any and all further liability
with


respect
to the payment of such redemption price and the holder of said
shares


shall be
entitled to look only to the corporation or its successor for the


payment
thereof. Upon the giving of notice of redemption and upon the deposit
of


the
redemption price, as aforesaid, or, if no such deposit is made, upon
the


redemption
date (unless the corporation defaults in making payment of the


redemption
price as set forth in such notice), such holders shall cease to be


stockholders
with respect to said shares, and from and after the making of said


deposit
and the giving of said notice, or, if no such deposit is made, after
the


redemption
date (the corporation not having defaulted in making payment of the


redemption
price as set forth in such notice), said shares shall no longer be


transferable
on the books of the corporation, and said holders shall have no


interest
in or claim against the corporation or its successor with respect
to


said
shares, but shall be entitled only to receive said moneys on the date
fixed


for
redemption, as aforesaid, from said bank or trust company, or from
the


corporation
or its successor, without interest thereon, upon surrender of the


certificates
for said shares as aforesaid. All shares of the Preferred Stock so


redeemed
shall be cancelled and retired.





The
term "accrued dividends," as used in this Article FOURTH, shall be


deemed to
mean, in respect of any share of the Preferred Stock (of any
series)


as of any
given date, the amount of dividends payable on such share, computed
at


the
annual dividend rate stated in the designation of such share from the
date


on which
dividends thereon became cumulative to and including such given
date,


less the
aggregate amount of all dividends which have been paid, or which
have


been
declared and set apart for payment, on such share. Accumulations of


dividends
shall not bear interest.





Nothing
herein contained shall limit any legal right of the corporation to


purchase
or otherwise acquire any shares of the Preferred Stock of any
series;


PROVIDED
that the corporation shall not redeem, purchase or otherwise
acquire


less than
all the outstanding shares of the Preferred Stock if at the time of


such
redemption, purchase or other acquisition dividends payable on the


Preferred
Stock shall be in default in whole or in part unless, prior to or


concurrently
with such redemption, purchase or other acquisition, all such


defaults
in dividends shall have been cured, or unless such redemption,
purchase


or other
acquisition shall have been ordered, approved or permitted by the


Securities
and Exchange Commission or any successor commission under the
Public


Utility
Holding Company Act of 1935. All shares of the Preferred Stock so


redeemed,
purchased or acquired shall be cancelled and retired.





(4)
So long as any shares of the Preferred Stock shall be outstanding,
the


corporation
shall not, without the affirmative vote or the consent of the
record


holders
of at least two-thirds of the total number of shares of the
Preferred


Stock (of
all series) at the time outstanding:





(a)
create or authorize, by amendment to the Certificate of


Incorporation
or otherwise, shares of any class of stock ranking prior to


the
Preferred Stock as to dividends or assets or any security
convertible


into
shares of such prior ranking stock, OR issue any of such prior
ranking


stock
or any such convertible security after the expiration of one year


from
such vote or consent of the holders of the shares of the Preferred


Stock;
or





(b)
change, alter or repeal, by amendment to the Certificate of


Incorporation
or otherwise, any of the powers, preferences or rights of the


holders
of the shares of the Preferred Stock so as to affect adversely any


of
such powers, preferences or rights; PROVIDED that (i) any increase
or


decrease
in the authorized amount of the Preferred Stock or the creation,


or
any increase or decrease in the authorized amount, of any class of
stock


ranking
on a parity with the Preferred Stock as to dividends or assets


shall
not be deemed to affect adversely the powers, preferences or rights


of
the holders of the shares of the Preferred Stock and (ii) if any
such


change,
alteration or repeal would affect adversely the powers, preferences


or
rights of the holders of shares of one or more, but less than all,
of


the
series of the Preferred Stock at the time outstanding, the vote or


consent
only of the record holders of at least two-thirds of the total


number
of outstanding shares of the series so adversely affected shall be


required.





No
vote or consent of the holders of the shares of the Preferred Stock


shall be
required in respect of any transaction enumerated in this Paragraph
(4)


if, at or
prior to the time when such transaction is to take effect,
provision


is made
for the redemption or other retirement of all outstanding shares of
the


Preferred
Stock the vote or consent of which would otherwise be required by
this


Paragraph
(4).





No
provision contained in this Paragraph (4) is intended or shall be


construed
to relieve the corporation from compliance with any applicable


statutory
provision requiring the vote or consent of the holders of a greater


number of
the outstanding shares of the Preferred Stock.





(5)
So long as any shares of the Preferred Stock shall be outstanding,
the


corporation
shall not, without the affirmative vote or consent of the record


holders
of a majority of the total number of shares of the Preferred Stock
(of


all
series) at the time outstanding:





(a)
merge or consolidate with or into any other corporation or


corporations,
or sell or otherwise dispose of all or substantially all of


the
assets of the corporation, unless such merger, consolidation, sale
or


other
disposition, or the exchange, issuance or assumption of all


securities
to be exchanged, issued or assumed in connection with any such


merger,
consolidation, sale or other disposition, shall have been ordered,


approved
or permitted by the Securities and Exchange Commission or any


successor
commission under the Public Utility Holding Company Act of 1935;


PROVIDED
that the provisions of this subparagraph (a) shall not apply to


the
purchase or other acquisition by the corporation of the franchises
or


assets
of another corporation in any manner not involving a statutory


merger
or consolidation; or





(b)
issue any shares of the Preferred Stock, including the reissuance


of
any shares thereof reacquired by the corporation, or shares of any
other


stock
ranking on a parity with the Preferred Stock as to dividends or


assets,
for any purpose OTHER THAN [in exchange for or to effect the


redemption
or other retirement of not less than] an equal par amount or


stated
value of the Preferred Stock or of stock ranking prior to or on a


parity
with the Preferred Stock as to dividends or assets at the time


outstanding,
UNLESS (1) the gross income of the corporation (after


deducting
all taxes, including taxes based on income, and determined as


hereinafter
provided) for twelve consecutive calendar months ending within


the
fifteen calendar months immediately preceding the issuance of the


shares
to be issued shall have been at least one and one-half times the
sum


of
(i) the annual interest charge on all indebtedness of the
corporation


which
will be outstanding immediately after the issuance of the shares to


be
issued and (ii) the annual dividend requirement on all shares of
the


Preferred
Stock and of any other stock ranking prior to or on a parity with


the
Preferred Stock as to dividends or assets (including the shares to
be


issued)
which will be outstanding immediately after the issuance of the


shares
to be issued; AND (2) the common stock equity of the corporation,


computed
as provided in Paragraph (6) hereof, shall be not less than the


aggregate
amount payable in the event of the involuntary liquidation,


dissolution
or winding up of the corporation in respect of all shares of


the
Preferred Stock and of any other stock ranking prior to or on a
parity


with
the Preferred Stock as to dividends or assets which will be


outstanding
immediately after the issuance of the shares to be issued.





Gross
income shall be determined in accordance with such system of
accounts


as may be
prescribed by regulatory authorities having jurisdiction in the


premises
or, in the absence of any such system of accounts, in accordance
with


generally
accepted accounting principles, provided that in computing gross


income of
the corporation for the purposes of subparagraph (b) of this
Paragraph


(5), (i)
in the event any additional property or assets are to be acquired
by


the
corporation by the issuance, or the application of any of the proceeds
from


the
issuance, of any shares of the Preferred Stock or of stock ranking on
a


parity
with or junior to the Preferred Stock as to dividends or assets, to
be


then
issued, the gross income of the property or assets to be so
acquired


(computed
on the same basis as the gross income of the corporation as herein


provided
and for the same period) may be included, on a pro forma basis, in


making
such computation of gross income of the corporation, and (ii) the
amounts


to be
deducted from gross income as charges for depreciation,
retirements,


renewals
and replacements and/or amortization shall not be less in the
aggregate


than an
amount equal to 9% (or such other percentage as may upon application
by


the
corporation be approved by the Securities and Exchange Commission, or
any


successor
authority, under the Public Utility Holding Company Act of 1935) of


the
arithmetical average of the amount of depreciable property of the


corporation
at the beginning and the amount thereof at the end, of such
12-month


period,
in plant accounts of the corporation, with respect to which bonds may
at


the time
be authenticated under any indenture securing first mortgage bonds
of


the
corporation, determined in accordance with generally accepted principles
of


accounting,
and provided that amounts included in plant acquisition adjustment


account,
or accounts of similar purpose, shall not be included in the amount
of


such
property if adequate provision for the amortization of such amounts is
made


by
current charges to income or surplus. In computing the annual interest
charge


and the
annual dividend requirement referred to in said subparagraph (b),
there


shall be
excluded the interest charges and dividend requirements on all


indebtedness
and shares of stock, respectively, which are to be redeemed or


otherwise
retired by the issuance, or the application of any of the proceeds


from the
issuance, of any shares of the Preferred Stock or of stock ranking


prior to
or on a parity with the Preferred Stock at to dividends or assets,
then


to be
issued.





If
for the purpose of meeting the requirements of clause (2) of


subparagraph
(b) of this Paragraph (5), it shall have been necessary to take


into
consideration any earned surplus of the corporation, the corporation
shall


not
thereafter pay any dividends on common stock (as defined in Paragraph (6)
of


this
Article Fourth) in an amount which would result in reducing the
common


stock
equity of the corporation, as defined in said Paragraph (6), to an
amount


less than
the aggregate amount payable in the event of the involuntary


liquidation,
dissolution or winding up of the corporation in respect of all


shares of
the Preferred Stock and of stock ranking prior to or on a parity
with


the
Preferred Stock as to dividends or assets at the time outstanding.





No
vote or consent of the holders of the Preferred Stock shall be
required


in
respect of any transaction enumerated in this Paragraph (5) if, at or
prior


to the
time when such transaction is to take effect, provision is made for
the


redemption
or other retirement of all outstanding shares of the Preferred
Stock


the vote
or consent of which would otherwise be required by this Paragraph
(5).





No
provision contained in this Paragraph (5) is intended or shall be


construed
to relieve the corporation from compliance with any applicable


statutory
provision requiring the vote or consent of the holders of a greater


number of
the outstanding shares of the Preferred Stock.





(6)
So long as any shares of the Preferred Stock shall be outstanding,
the


corporation
shall not declare or pay any dividends on common stock of the


corporation
(as herein defined) EXCEPT AS FOLLOWS:





(a)
if and so long as the common stock equity (as herein defined) of


the
corporation on the last day of a calendar month immediately
preceding


the
date on which a dividend on common stock is proposed to be declared
is,


or
as a result of the payment of such dividend would become, less than
20%


of
total capitalization of the corporation (as herein defined), the


corporation
shall not (except as hereinafter provided) declare any such


dividend
in an amount which, together with all other dividends on common


stock
paid within the year ending with and including the date on which
such


dividend
is proposed to be payable, exceeds 50% of the net income of the


corporation
available for dividends on common stock (determined as herein


provided)
for twelve consecutive calendar months ending on the last day of


the
calendar month immediately preceding the month in which such
dividend


is
proposed to be declared; PROVIDED that if any dividends (or
additional


dividends)
on common stock could have been declared under the foregoing


limitation
in any previous year or years, but were not declared, then such


dividend
proposed to be paid may exceed 50% of the above specified net


income
of the corporation by a total amount equal to the aggregate amount


of
all dividends on common stock that could have been so declared but
were


not
declared; and





(b)
if and so long as the common stock equity on the last day of a


calendar
month immediately preceding the date on which a dividend on common


stock
is proposed to be declared is, or as a result of the payment of
such


dividend
would become, less than 25% but not less than 20% of total


capitalization,
the corporation shall not (except as hereinafter provided)


declare
any such dividend in an amount which, together with all other


dividends
on common stock paid within the year ending with and including


the
date on which such dividend is proposed to be payable, exceeds 75%
of


the
net income of the corporation available for dividends on common
stock


for
twelve consecutive calendar months ending on the last day of the


calendar
month immediately preceding the month in which such dividend is


proposed
to be declared; PROVIDED that if any dividends (or additional


dividends)
on common stock could have been declared under the foregoing


limitation
of this paragraph in any previous year or years, but were not


declared,
then such dividend proposed to be paid may exceed 75% of the


above
specified net income of the corporation by a total amount equal to


the
aggregate amount of all dividends on common stock that could have
been


so
declared but were not declared; and





(c)
at any time when the common stock equity is 25% or more of total


capitalization,
the corporation shall not declare dividends on common stock


which
would reduce the common stock equity below 25% of total


capitalization,
EXCEPT to the extent provided or permitted in subparagraphs


(a)
and (b) above.





"Dividends
on common stock" of the corporation shall mean and include all


dividends
on common stock (other than dividends payable solely in shares of


Common
Stock or applied by the recipient to the purchase from the corporation
of


shares of
its Common Stock), distributions on, and purchases or other


acquisitions
for value of, shares of Common Stock of the corporation or other


stock of
the corporation, if any, ranking junior to the Preferred Stock as
to


dividends
or assets.





"Common
stock equity" of the corporation shall mean the aggregate of (a)


the par
value of, or stated capital represented by, the outstanding shares
of


all stock
of the corporation ranking junior to the Preferred Stock as to


dividends
or assets, and all premiums in respect of such junior ranking
stock,


as
carried on the books of the corporation, and (b) the amount of all
surplus


accounts
of the corporation, after deducting from such aggregate (1) the
excess,


if any,
of the aggregate amount payable in the event of the involuntary


liquidation,
dissolution or winding up of the corporation in respect of all


outstanding
shares of stock of the corporation ranking prior to the Common
Stock


as to
dividends or assets, over the aggregate par value of, or stated
capital


represented
by, such outstanding shares of prior ranking stock and any premiums


thereon,
(2) any amounts recorded on the books of the corporation (estimated,
if


not
known) for used or useful utility plant and other property in excess of
the


original
cost of such plant or property, (3) any intangible items (such as


unamortized
debt discount and expense, capital stock discount and expense) set


forth on
the asset side of the balance sheet of the corporation as a result
of


accounting
convention, (4) the excess, if any, for the period from February 1,


1940, to
December 31, 1976, of an amount equal to 15% of the gross operating


revenues
derived by the corporation from the operation of its properties for


such
period (after excluding or deducting from such revenues all
non-operating


income,
revenues derived directly from properties leased to the corporation,
and


the
aggregate cost of electric energy and gas purchased for exchange or
resale),


over the
aggregate amount charged or provided by the corporation on its
books


for
maintenance, repairs and depreciation of property for such period;
provided


that no
deduction shall be made or be required to be made for or in respect
of


any items
or amounts referred to in clauses (2) and (3) of this paragraph in
the


event
such items or amounts are being amortized or are provided for, or
are


being
provided for, by reserves, and (5) the excess, if any, for the
period


beginning
January 1, 1977, to the end of a month ending within ninety days
next


preceding
the date as of which common stock equity is being determined, of an


aggregate
amount equal to 2.9% annually (or such other percentage as may upon


application
by the corporation be approved by the Securities and Exchange


Commission,
or any successor authority, under the Public Utility Holding
Company


Act of
1935) of the arithmetical average of the amount of depreciable
property


of the
corporation at the beginning, and the amount thereof at the end, of
each


calendar
year and portion thereof contained in such period, in plant accounts
of


the
corporation, with respect to which bonds may at the time be
authenticated


under any
indenture securing first mortgage bonds of the corporation,
determined


in
accordance with generally accepted principles of accounting
(excluding


amounts
included in plant acquisition adjustment account, or accounts of
similar


purpose,
if adequate provision for the amortization of such amounts is made
by


current
charges to income or surplus), over the aggregate amount charged or


provided
by the corporation on its books as charges for depreciation,


retirements,
renewals and replacements and/or amortization for such period.





"Total
capitalization" of the corporation shall mean the aggregate of (i)


the
principal amount of all outstanding bonds, debentures, notes and
other


securities
representing indebtedness (whether secured or unsecured) of the


corporation
maturing more than twelve months after the date as of which total


capitalization
is being determined, and (ii) the par value of, or stated capital


represented
by, the outstanding shares of the capital stock of all classes of


the
corporation, all premiums in respect of such stock, as carried on the
books


of the
corporation, and the amount of all surplus accounts of the
corporation,


AFTER
DEDUCTING from such aggregate any amounts required to be deducted, in
the


determination
of common stock equity, pursuant to the provisions of clauses (2)


and (3)
of the foregoing definition of "common stock equity."





"Net
income of the corporation available for dividends on common stock"


shall be
determined by deducting from the sum of the total operating
revenues


and other
income of the corporation for any given period, all operating
expenses


for such
period (including maintenance, repairs and depreciation, taxes based
on


income
and all other taxes, all proper accruals, interest charges,
amortization


charges,
other proper income deductions and dividends paid or accrued on


outstanding
shares of stock of the corporation ranking prior to the Common
Stock


as to
dividends, for such period), all as determined in accordance with
such


system of
accounts as may be prescribed by regulatory authorities having


jurisdiction
in the premises or, in the absence of any such system of accounts,


in
accordance with generally accepted accounting principles.





(7)
The voting rights of the holders of shares of the Preferred Stock
and


of the
Common Stock of the corporation shall be as follows:





(a)
No holder of shares of the Preferred Stock shall be entitled to


vote,
at any meeting of stockholders of the corporation, for the election


of
directors or in respect of any other matter, EXCEPT as expressly


provided
in Paragraph (4) or (5) of this Article Fourth or in this


Paragraph
(7) AND EXCEPT as may be required by law. In such excepted cases,


each
record holder of outstanding shares of the Preferred Stock shall
have


one
(1) vote for each share of the Preferred Stock held by him. Each
record


holder
of outstanding shares of Common Stock shall, at all meetings of


stockholders
of the corporation, have one (1) vote for each share of Common


Stock
held by him, EXCEPT as otherwise provided in this Paragraph (7).





(b)
If and when dividends payable on the Preferred Stock shall be in


default
in an amount equivalent to four full quarter-yearly dividends or


more
per share on all shares of the Preferred Stock then outstanding,
and


thereafter
until all dividends on such Preferred Stock in default shall


have
been paid, the record holders of the shares of the Preferred Stock,


voting
separately as one class, shall be entitled, at each meeting of the


shareholders
at which directors are elected, to elect the smallest number


of
directors necessary to constitute a majority of the full Board of


Directors
of the corporation, and EXCEPT as provided in the following


subparagraph
(c), the record holders of the shares of Common Stock, voting


separately
as a class, shall be entitled at any such meeting to elect the


remaining
directors of the corporation. The term of office of each director


of
the corporation shall terminate upon the election of his successor.
At


each
election of directors by a class vote pursuant to the provisions of


this
paragraph, the class first electing the directors which it is
entitled


to
elect shall name the directors who are to be succeeded by the
directors


then
elected by such class, whereupon the term of office of the
directors


so
named shall terminate. The term of office of the directors not so
named


shall
terminate upon the election by the other class of the directors
which


it
is entitled to elect.





(c)
If and when all dividends then in default on the Preferred Stock


then
outstanding shall be paid (and such dividends shall be paid, or


declared
and set apart for payment, out of any funds legally available


therefor,
as soon as reasonably practicable), the holders of the shares of


the
Preferred Stock shall thereupon be divested of the special right
with


respect
to the election of directors provided for in subparagraph (b) of


this
Paragraph (7), and the voting power of the holders of the shares of


the
Preferred Stock and the Common Stock shall revert to the status


existing
before the first dividend payment date on which dividends on the


Preferred
Stock were not paid in full, but always subject to the same


provisions
for vesting such special rights in the record holders of shares


of
the Preferred Stock in case of further like default or defaults in
the


payment
of dividends thereon as described in said subparagraph (b).


Dividends
shall be deemed to have been paid, as that term is used in this


subparagraph
(c), whenever such dividends shall have been declared and


paid,
or declared and provision made for the payment thereof, or whenever


there
shall be (i) funds available for the payment thereof and (ii)


sufficient
surplus or net profits of the corporation legally available for


the
payment thereof which shall have accrued since the date of the
default


giving
rise to such special voting right; and thereupon the holders of a


majority
of the shares of the Common Stock shall have the right to elect


directors
to succeed those elected by the holders of the Preferred Stock,


PROVIDED
that in the event all dividends in default on the Preferred Stock


at
the time of the election of such successor directors shall not
actually


be
paid or declared and set apart for payment within thirty days after
such


election,
such successor directors so elected shall resign forthwith and


the
directors elected by the holders of the shares of the Preferred
Stock


shall
forthwith be reelected to fill the vacancies so created and shall


assume
office as directors.





(d)
In case of any vacancy in the Board of Directors occurring among


the
directors elected by the holders of the shares of the Preferred
Stock,


voting
separately as a class, pursuant to subparagraph (b) of this


Paragraph
(7), the remaining directors elected by such holders, by the


affirmative
vote of a majority thereof, or the remaining director so


elected
if there be but one, may elect a successor or successors to hold


office
for the unexpired term or terms of the director or directors whose


place
or places shall be vacant. Likewise, in case of any vacancy in the


Board
of Directors occurring among the directors elected by the holders
of


the
shares of the Common Stock, voting separately as a class, pursuant
to


subparagraph
(b) of this Paragraph (7), the remaining directors elected by


such
holders, by the affirmative vote of a majority thereof, or the


remaining
director so elected if there be but one, may elect a successor or


successors
to hold office for the unexpired term or terms of the director


or
directors whose place or places shall be vacant.





(e)
Whenever the right shall have accrued to the holders of the shares


of
the Preferred Stock, voting separately as a class, to elect
directors,


pursuant
to subparagraph (b) of this Paragraph (7), it shall be the duty of


the
President, a Vice President or the Secretary of the corporation


forthwith
to call and cause notice to be given to the stockholders of the


corporation
entitled to vote of a meeting to be held, at such time as the


officers
of the corporation may fix, for the purpose of electing directors,


provided
that such meeting shall be held not less than 45 days, nor more


than
90 days, after the accrual of such right to elect directors. At all


meetings
of stockholders at which directors are elected during such times


as
the holders of shares of the Preferred Stock shall have the special


right,
voting separately as a class, to elect directors pursuant to


subparagraph
(b) of this Paragraph (7), the presence in person or by proxy


of
the holders of a majority of the outstanding shares of the Common
Stock


shall
be required to constitute a quorum of such class for the election
of


directors,
and, except as hereinafter stated, the presence in person or by


proxy
of the holders of a majority of the outstanding shares of all
series


of
the Preferred Stock shall be required to constitute a quorum of
such


class
for the election of directors; PROVIDED, HOWEVER, that (i) the


absence
of a quorum of the holders of stock of either such class shall not


prevent
the election at any such meeting, or adjournment thereof, of


directors
by the other such class if the necessary quorum of the holders of


stock
of such class is present in person or by proxy at such meeting, and


(ii)
in the absence of a quorum of the holders of stock of either such


class,
a majority of those holders of the stock of such class who are


present
in person or by proxy shall have power to adjourn the election of


the
directors to be elected by such class, and (iii) at any such
adjourned


meeting,
the presence in person or by proxy of the holders of not less than


35%
of the outstanding shares of the Preferred Stock shall constitute a


quorum
of the Preferred Stock for the election of directors by such class,


and
(iv) if at any such adjourned meeting the holders of at least 35%
of


the
outstanding shares of the Preferred Stock shall not be present in


person
or by proxy, the directors to be elected by such class shall be


elected
by vote of the holders of not less than a majority of the


outstanding
shares of Common Stock. Not less than thirty days' notice in


writing
of any such adjourned meeting shall, upon request, be given by the


Company
at its expense to the record holders of such class or classes.





(f)
In consideration of the issue, sale or delivery by the


corporation,
and the purchase or other acquisition by the holders thereof,


of
shares of the capital stock (both preferred and common) of the


corporation,
each and every present and future holder of shares of the


capital
stock (both preferred and common) of the corporation shall be


conclusively
deemed, by purchasing, acquiring or holding such shares, to


have
expressly consented to all and singular the terms and provisions of


this
Paragraph (7) and to have agreed that the voting rights of such


holder,
and the restrictions and qualifications thereof, shall be as set


forth
in this Paragraph (7).





(g)
Except when some mandatory provision of law shall be controlling


and
except as otherwise provided in Paragraph (4) of this Article
Fourth,


no
particular series of the Preferred Stock shall be entitled to vote as
a


separate
series or class on any matter and all shares of the Preferred


Stock
of all series shall be deemed to constitute but one class for any


purpose
for which a vote of the stockholders of the corporation by classes


may
now or hereafter be required.





(8)
The rights of the holders of shares of the Preferred Stock shall not
be


deemed to
be adversely affected by any increase in the number of authorized
or


outstanding
shares of Common Stock, or the creation and issue of shares of any


class of
stock subordinate in all respects to the rights of the Preferred
Stock.





(9)
No share of stock or evidence of indebtedness shall be deemed to be


"outstanding,"
as that term is used in this Certificate of Incorporation (as


amended),
if prior to or concurrently with the event in reference to which a


determination
as to the amount thereof outstanding is to be made, the requisite


funds for
the redemption, payment or other retirement thereof shall be
deposited


in trust
for that purpose and, in the case of redemption, the requisite
notice


for the
redemption thereof shall be given or the depositary of such funds
shall


be
irrevocably authorized and directed to give or complete such notice
of


redemption.





(10)
No holder of shares of stock of any class of the corporation shall
be


entitled,
as a matter of right, to subscribe for, purchase or receive any
shares


of stock
of any class of the corporation, or any rights or options of the


corporation
which it may issue or sell, whether out of the number of shares now


authorized
or hereafter authorized. Nor shall any holder of shares of stock of


any class
of the corporation be entitled, as a matter of right, to subscribe


for,
purchase or receive any shares of stock or bonds, debentures or
other


obligations
which the corporation may issue or sell, which shall be convertible


into or
exchangeable for stock of any class of the corporation, or to which


shall be
attached or appertain any warrant or warrants (or other instrument
or


instruments)
which shall confer upon the holder or owner the right to subscribe


for or
purchase from the corporation any shares of its capital stock of
any


class;
and all such additional issues of shares of stock of any class, or
of


rights or
options, or of bonds, debentures or other obligations convertible
into


or
exchangeable for stock or to which such warrants or other instruments
shall


be
attached or appertain, may be issued and disposed of as determined by
the


Board of
Directors to such persons (whether stockholders or not), at such
times,


for such
consideration and upon such terms, permitted by the laws of
Delaware,


as the
Board of Directors in its absolute discretion may deem advisable.





(11)
The corporation reserves the right to increase or decrease its


authorized
capital stock or any class thereof, or any series of any such
class,


or to
reclassify the same, and to amend, alter, change or repeal any
provision


contained
in the Certificate of Incorporation (as amended) of the
corporation,


or in
this amendment or any future amendment to said Certificate, in the
manner


now or
hereafter prescribed by law, BUT SUBJECT to such conditions and


limitations
as are hereinbefore prescribed; and all rights granted to or


conferred
upon stockholders in the Certificate of Incorporation (as amended)
of


the
corporation, or in this amendment or any future amendment to said


Certificate,
are granted and conferred subject to this reservation.





(12)
Neither a consolidation or merger of the corporation with or into
any


other
corporation, nor a merger of any other corporation into the
corporation,


nor the
purchase or other acquisition, redemption or other retirement by
the


corporation
of all or any part of the outstanding shares of its Preferred Stock


of any
class, shall be deemed to be a distribution of assets, or a
liquidation,


dissolution
or winding up, of the corporation within the meaning of any of the


provisions
of the Certificate of Incorporation (as amended) of the
corporation,


as then
in effect.





(13)
The amount of capital stock with which the corporation will
commence


business
is the sum of Five Thousand Dollars ($5,000.00), being Fifty (50)


shares of
the Common Stock of the corporation.





FIFTH.  The
corporation is to have perpetual existence.





SIXTH.  The
private property of the stockholders shall not


be
subject to the payment of corporate debts to any extent


whatever.





SEVENTH.
The number of Directors of the corporation shall be fixed from


time to
time by the By-laws, and such number may be increased or decreased
in


such
manner as may be provided in the By-laws. In case of any increase in
the


number of
Directors, the additional Directors shall be elected, as may be


provided
by the By-laws, by the Directors then in office, or by the
stockholders


at an
annual or special meeting. In case of any vacancy in the Board of


Directors
through death, resignation, disqualification or other cause, the


remaining
Directors may elect a successor to hold office for the unexpired


portion
of the term of the Director whose place shall be vacant, and until
the


election
of his successor.





Subject
always to By-laws made by the stockholders the Board of Directors


may make
By-laws from time to time, and may alter, amend or repeal such
By-laws,


but any
By-laws made by the Board of Directors may be altered, amended or


repealed
by the stockholders, at any annual meeting, or at any special
meeting,


provided
notice of such proposed alteration, amendment or repeal shall have
been


included
in the notice of such special meeting.





With
the consent of the holders of two-thirds in amount of each class of


stock of
the corporation at the time outstanding, such consent being
expressed


in
writing or by a vote at any special meeting called for such purpose,
the


Directors
shall have authority to dispose, in any manner, of the whole
property


of the
corporation, including the franchises and good will thereof, and to


receive
any form of consideration therefor, including bonds, debentures or


obligations
of, or shares of stock in, any corporation, or any other or


different
form of consideration.





The
Board of Directors shall have power to fix and to determine, and to


vary, the
amount of the working capital of the Company, and to direct and


determine
the use and disposition of any surplus or net profits over and
above


the
capital stock paid in; and to determine the date or dates for the


declaration
and payment of dividends.





The
Board of Directors, by the affirmative vote of a majority of the
whole


Board,
may appoint from the Directors an Executive Committee, of which a


majority
shall constitute a quorum, and, to such extent as shall be provided
in


the
By-laws or in the resolution appointing them, such Committee shall have
and


may
exercise all or any of the powers of the Board of Directors, including
the


power to
cause the seal of the corporation to be affixed to all papers that
may


require
it. The Board of Directors, by the affirmative vote of a majority of
the


whole
Board, may appoint any other standing committees, and such standing


committees
shall have and may exercise such powers as shall be authorized by
the


By-laws
or by the resolution appointing them. The Board of Directors may
appoint


not only
other officers of the Company, but also one or more Vice
Presidents,


one or
more Assistant Treasurers and one or more Assistant Secretaries, and,
to


the
extent provided in the By-laws or in the resolution appointing them,
the


persons
so appointed, respectively, shall have and may exercise all the
powers


of the
President, Secretary and Treasurer, respectively. Any officer elected
or


appointed
by the Board of Directors may be removed at any time by the


affirmative
vote of a majority of the whole Board. Any other officer or
employee


of the
Company may be removed at any time by vote of the Board of Directors,
or


by any
committee or superior officer upon whom such power of removal may
be


conferred
by the By-laws or by resolution of the Board.





Subject
to the provisions of the statute under which this corporation is


organized,
the corporation may keep its books outside of the state.





The
Board of Directors shall have power from time to time to determine


whether,
and to what extent, and at what times and places, and under what


conditions
and regulations, the accounts and books of the corporation (other


than the
stock ledger) or any of them, shall be open to the inspection of
the


stockholders,
and no stockholder shall have any right to inspect any account or


book or
document of the corporation, except as conferred by statute, or


authorized
by the Directors, or by a resolution of the stockholders.





It
is the intention that the objects, purposes and powers specified in


Section
numbered "THIRD" hereof shall, except where otherwise specified in
said


Section,
be in nowise limited or restricted by reference to or inference
from


the terms
of any other section or paragraph in this Restated Certificate, but


that the
objects, purposes and powers specified in said Section numbered


"THIRD",
and in each of the clauses or paragraphs in this Charter or
Restated


Certificate,
shall be regarded as independent objects, purposes and powers.























CERTIFICATE
OF AMENDMENT


TO


RESTATED
CERTIFICATE OF INCORPORATION


OF


SOUTHWESTERN
ELECTRIC POWER COMPANY





Southwestern
Electric Power Company, a Delaware corporation (the


"corporation"),
certifies as follows:





1.
In accordance with the provisions of Section 242 of Title 8 of


the
Delaware Code, the Board of Directors and the Preferred and Common


Stockholders
of the corporation have duly adopted the following amendments to


the
corporation's Restated Certificate of Incorporation, as heretofore
amended


(the
"Certificate"):





2.     Paragraph
(5), subsection (b), of Article "Fourth" of the


Certificate
is further amended to read as follows:





"(b)
issue any shares of the Preferred Stock, including the


reissuance
of any shares thereof reacquired by the corporation, or shares


of
any other stock ranking on a parity with the Preferred Stock as to


dividends
or assets, for any purpose OTHER THAN [in exchange for or to


effect
the redemption or other retirement of not less than] an equal par


amount
or stated value of the Preferred Stock or of stock ranking prior


to
or on a parity with the Preferred Stock as to dividends or assets
at


the
time outstanding, UNLESS (1) the gross income of the corporation


(after
deducting all taxes, including taxes based on income, and


determined
as hereinafter provided) for twelve consecutive calendar


months
ending within the fifteen calendar months immediately preceding


the
issuance of the shares to be issued shall have been at least one
and


one-half
times the sum of (i) the annual interest charge on all


indebtedness
of the corporation which will be outstanding immediately


after
the issuance of the shares to be issued and (ii) the annual


dividend
requirement on all shares of the Preferred Stock and of any


other
stock ranking prior to or on a parity with the Preferred Stock as


to
dividends or assets (including the shares to be issued) which will
be


outstanding
immediately after the issuance of the shares to be issued;


AND
(2) the common stock equity of the corporation, computed as
provided


in
Paragraph (6) hereof, shall be not less than the aggregate amount


payable
in the event of the involuntary liquidation, dissolution or


winding
up of the corporation in respect of all shares of the Preferred


Stock
and of any other stock ranking prior to or on a parity with the


Preferred
Stock as to dividends or assets which will be outstanding


immediately
after the issuance of the shares to be issued."





3.     Paragraph
5, subsection (c), of Article "Fourth" of the


Certificate
is further amended by deleting Paragraph 5, subsection (c) in its


entirety.





IN
WITNESS WHEREOF, Southwestern Electric Power Company has caused


this
Certificate of Amendment to be signed by Michael D. Smith, its
President,


and its
corporate seal to be hereunto affixed and attested by Marilyn S.


Kirkland,
its Secretary, this 2nd day of May, 1997.








SOUTHWESTERN
ELECTRIC POWER COMPANY











By
/S/ MICHAEL D. SMITH


President








(CORPORATE
SEAL)





ATTEST:











/S/
MARILYN S. KIRKLAND


Secretary