exhibit4a.htm


    

      Exhibit
4(a)

      January
15, 2009

      


      Company
Order and Officers’ Certificate

      7.00%
Senior Notes, Series I, due 2019

      


      


      The Bank
of New York Mellon, as Trustee

      101
Barclay St. – 8W

      New York,
New York 10286

      


      Ladies
and Gentlemen:

      


      Pursuant
to Article Two of the Indenture, dated as of October 1, 1998 (as it may be
amended or supplemented, the “Indenture”), from Indiana Michigan Power Company
(the “Company”) to The Bank of New York Mellon, as trustee (the “Trustee”), and
the Board Resolutions dated January 29, 2008 and November 6, 2008, copies of
which certified by the Secretary or an Assistant Secretary of the Company are
being delivered herewith under Section 2.01 of the Indenture, and unless
otherwise provided in a subsequent Company Order pursuant to Section 2.04 of the
Indenture,

      


      
        	
                 

              	
                1. 
      The Company’s 7.00% Senior Notes, Series I, due 2019 (the “Notes”) are
      hereby established.  The Notes shall be in substantially the
      form attached hereto as Exhibit 1.

              


      

      


      
        	
                 

              	
                2. 
      The terms and characteristics of the Notes shall be as follows (the
      numbered clauses set forth below corresponding to the numbered subsections
      of Section 2.01 of the Indenture, with terms used and not defined herein
      having the meanings specified in the
Indenture):

              


      

      


      
        	
                 
      

              	
                 

              	
                

                  (i) 
      the aggregate principal amount of Notes which may be authenticated
      and delivered under the Indenture shall be limited to $475,000,000, except
      as contemplated in Section 2.01 of the
Indenture;

                

              


      

      


      
        	
                 
      

              	
                 

              	
                

                  (ii) 
      the date on which the principal of the Notes shall be payable shall
      be March 15, 2019;

                

              


      

      
        


        
          	
                   
      

                	
                   

                	
                  

                    (iii) 
      interest shall accrue from the date of authentication of the Notes;
      the Interest Payment Dates on which such interest will be payable shall be
      March 15 and September 15, and the Regular Record Date for the
      determination of holders to whom interest is payable on any such Interest
      Payment Date shall be the March 1 or September 1, respectively; provided
      that the first Interest Payment Date shall be March 15, 2009 and interest
      payable on the Stated Maturity Date or any Redemption Date shall be paid
      to the Person to whom principal shall be
paid;

                  

                


        

         

      

      
        	
                 
      

              	
                 

              	
                

                  (iv) 
      the interest rate at which the Notes shall bear interest shall be
      7.00% per annum;

                

              


      

      


      (v) 
the Notes shall be redeemable at the option of the Company, in whole at any time
or in part from time to time, upon not less than thirty but not more than sixty
days’ previous notice given by mail to the registered owners of the Notes at a
redemption price equal to the greater of (i) 100% of the principal amount of the
Notes being redeemed and (ii) the sum of the present values of the remaining
scheduled payments of principal and interest on the Notes being redeemed
(excluding the portion of any such interest accrued to the date of redemption)
discounted (for purposes of determining present value) to the redemption date on
a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months)
at the Treasury Rate (as defined below) plus 50 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 (“remaining life”) of the Notes that would be utilized, at the time of
selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the remaining life
of the Notes.

      


      “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 the Company obtains 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
Barclays Capital Inc., BNP Paribas Securities Corp., Credit Suisse Securities
(USA) LLC and their respective successors; provided, however, that if any of the
foregoing shall cease to be primary U.S. government securities dealer we will
substitute therefor another primary U.S. government securities dealer 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 3:30 p.m., New York City time, on the third Business Day
preceding such redemption date.

      


      “Treasury Rate” means:


       

      
        	
                ·  

              	
                the
      yield, under the heading which represents the average for the immediately
      preceding week, appearing in the most recently published statistical
      release designated “H.15(519)” or any successor publication which is
      published weekly by the Board of Governors of the Federal Reserve System
      and which establishes yields on actively traded U.S. Treasury securities
      adjusted to constant maturity under the caption “Treasury Constant
      Maturities,” for the maturity corresponding to the Comparable Treasury
      Issue (if no maturity is within three months before or after the remaining
      life (as defined above), yields for the two published maturities most
      closely corresponding to the Comparable Treasury Issue will be determined
      and the Treasury Rate will be interpolated or extrapolated from such
      yields on a straight line basis, rounding to the nearest month);
      or

              


      

       

      
        	
                ·  

              	
                if
      such release (or any successor release) is not published during the week
      preceding the calculation date or does not contain such yields, the rate
      per annum equal to the semiannual equivalent yield to maturity of the
      Comparable Treasury Issue, calculated using 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

              


      

      


      
        	
                 
      

              	
                (vi)
      (a) the Notes shall be issued in the form of a Global Note; (b) the
      Depositary for such Global Note shall be The Depository Trust Company; and
      (c) the procedures with respect to transfer and exchange of Global Notes
      shall be as set forth in the form of Note attached
  hereto;

              


      

      


      
        	
                 
      

              	
                 

              	
                

                  (vii) 
      the title of the Notes shall be “7.00% Senior Notes, Series I, due
      2019”;

                

              


      

      


      
        	
                 

              	
                

                  (viii) 
      the form of the Notes shall be as set forth in Paragraph 1,
      above;

                

              


      

      


      
        	
                 
      

              	
                 

              	
                (ix) 
      not applicable;

              


      

      


      
        	
                 
      

              	
                 

              	
                (x) 
      the Notes may be subject to a Periodic
Offering;

              


      

      


      
        	
                 
      

              	
                 

              	
                (xi) 
      not applicable;

              


      

      


      
        	
                 
      

              	
                 

              	
                (xii) 
      not applicable;

              


      

      


      
        	
                 

              	
                (xiii) 
      not applicable;

              


      

      


      
        	
                 

              	
                (xiv) 
      the Notes shall be issuable in denominations of $1,000 and any integral
      multiple thereof;

              


      

      


      
        	
                 
      

              	
                 

              	
                (xv) 
      not applicable;

              


      

      


      
        	
                 

              	
                (xvi) 
      the Notes shall not be issued as Discount
  Securities;

              


      

      


      (xvii)  not
applicable;

      


      
        	
                 

              	
                (xviii) 
      not applicable; and

              


      

      


      (xix)  Limitations on
Liens:

      


      So long
as any of the Notes are outstanding, the Company will not create or suffer to be
created or to exist any mortgage, pledge, security interest, or other lien
(collectively “Liens”) on any of the Company’s utility properties or tangible
assets now owned or hereafter acquired to secure any indebtedness for borrowed
money (“Secured Debt”), without providing that such 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.  In addition, this restriction does not prevent the creation or
existence of:

      


      
        	
                ·  

              	
                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;

              


      

      


      
        	
                ·  

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

              


      

      


      
        	
                ·  

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

              


      

      


      
        	
                ·  

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

      


      
        	
                 

              	
                3. 
      You are hereby requested to authenticate $475,000,000 aggregate principal
      amount of 7.00% Senior Notes, Series I, due 2019, executed by the Company
      and delivered to you concurrently with this Company Order and Officers’
      Certificate, in the manner provided by the
  Indenture.

              


      

      


      
        	
                 

              	
                4. 
      You are hereby requested to hold the Notes as custodian for DTC in
      accordance with the Blanket Issuer Letter of Representations dated
      November 10, 2004, from the Company to
DTC.

              


      

      


      
        	
                 

              	
                5. 
      Concurrently with this Company Order and Officers’ Certificate, an Opinion
      of Counsel under Sections 2.04 and 13.06 of the Indenture is being
      delivered to you.

              


      

      


      
        	
                 

              	
                6. 
      The undersigned Renee V. Hawkins and Thomas G. Berkemeyer, the Assistant
      Treasurer and Assistant Secretary, respectively, of the Company do hereby
      certify that:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                we
      have read the relevant portions of the Indenture, including without
      limitation the conditions precedent provided for therein relating to the
      action proposed to be taken by the Trustee as requested in this Company
      Order and Officers’ Certificate, and the definitions in the Indenture
      relating thereto;

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                we
      have read the Board Resolutions of the Company and the Opinion of Counsel
      referred to above;

              


      

      


      
        	
                 
      

              	
                (iii)

              	
                we
      have conferred with other officers of the Company, have examined such
      records of the Company and have made such other investigation as we deemed
      relevant for purposes of this
certificate;

              


      

      


      
        	
                 
      

              	
                (iv)

              	
                in
      our opinion, we have made such examination or investigation as is
      necessary to enable us to express an informed opinion as to whether or not
      such conditions have been complied with;
and

              


      

      


      
        	
                 
      

              	
                (v)

              	
                on
      the basis of the foregoing, we are of the opinion that all conditions
      precedent provided for in the Indenture relating to the action proposed to
      be taken by the Trustee as requested herein have been complied
      with.

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      Kindly
acknowledge receipt of this Company Order and Officers’ Certificate, including
the documents listed herein, and confirm the arrangements set forth herein by
signing and returning the copy of this document attached hereto.

      


      Very
truly yours,

      


      INDIANA
MICHIGAN POWER COMPANY

      


      


      By:   
/s/ Renee V.
Hawkins________

      Renee V. Hawkins

      Assistant Treasurer

      


      


      And:   /s/ Thomas G. Berkemeyer


      Thomas G. Berkemeyer

      Assistant Secretary

      


      


      Acknowledged
by Trustee:

      


      


      By:  
/s/ Mary
Miselis_______________

       Authorized
Signatory


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Exhibit
1

      


      Unless
this certificate is presented by an authorized representative of The Depository
Trust Company (55 Water Street, New York, New York) to the issuer or its agent
for registration of transfer, exchange or payment, and any certificate to be
issued is registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of The Depository Trust Company and
any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the
registered owner hereof, Cede & Co., has an interest
herein.  Except as otherwise provided in Section 2.11 of the
Indenture, this Security may be transferred, in whole but not in part, only to
another nominee of the Depository or to a successor Depository or to a nominee
of such successor Depository.

      


      No.   R1

      


      INDIANA
MICHIGAN POWER COMPANY

      7.00%
Senior Notes, Series I, due 2019

      


      


      CUSIP:  454889
AN6                                                                                                                                                Original Issue
Date:  January 15, 2009

      


      Stated
Maturity:  March 15,
2019                                                                                                                                           Interest
Rate:           7.00%

      


      Principal
Amount:  $475,000,000

      


      Redeemable:                 Yes  þ                                No   ̈

      In
Whole:                      Yes  þ                                No   ̈

      In
Part:                           Yes  þ                                No   ̈

      


      INDIANA MICHIGAN POWER COMPANY, a
corporation duly organized and existing under the laws of the State of Indiana
(herein referred to as the “Company”, which term includes any successor
corporation under the Indenture hereinafter referred to), for value received,
hereby promises to pay to CEDE & CO. or registered assigns, the Principal
Amount specified above on the Stated Maturity specified above, and to pay
interest on said Principal Amount from the Original Issue Date specified above
or from the most recent interest payment date (each such date, an “Interest
Payment Date”) to which interest has been paid or duly provided for,
semi-annually in arrears on March 15 and September 15 in each year, commencing
on March 15, 2009, at the Interest Rate per annum specified above, until the
Principal Amount shall have been paid or duly provided for.  Interest
shall be computed on the basis of a 360-day year of twelve 30-day
months.

      


      The interest so payable, and punctually
paid or duly provided for, on any Interest Payment Date, as provided in the
Indenture, as hereinafter defined, shall be paid to the Person in whose name
this Note (or one or more Predecessor Securities) shall have been registered at
the close of business on the Regular Record Date with respect to such Interest
Payment Date, which shall be the March 1 or September 1 (whether or not a
Business Day) prior to such Interest Payment Date, provided that interest
payable on the Stated Maturity or any redemption date shall be paid to the
Person to whom principal is paid.  Any such interest not so punctually
paid or duly provided for shall forthwith cease to be payable to the Holder on
such Regular Record Date and shall be paid as provided in said
Indenture.

      


      If any Interest Payment Date, any
redemption date or Stated Maturity is not a Business Day, then payment of the
amounts due on this Note on such date will be made on the next succeeding
Business Day, and no interest shall accrue on such amounts for the period from
and after such Interest Payment Date, redemption date or Stated Maturity, as the
case may be, with the same force and effect as if made on such
date.  The principal of (and premium, if any) and the interest on this
Note shall be payable at the office or agency of the Company maintained for that
purpose in the Borough of Manhattan, the City of New York, New York, in any coin
or currency of the United States of America which at the time of payment is
legal tender for payment of public and private debts; provided, however, that
payment of interest (other than interest payable on the Stated Maturity or any
redemption date) may be made at the option of the Company by check mailed to the
registered holder at such address as shall appear in the Security
Register.

      


      This Note is one of a duly authorized
series of Notes of the Company (herein sometimes referred to as the “Notes”),
specified in the Indenture, all issued or to be issued in one or more series
under and pursuant to an Indenture dated as of October 1, 1998 duly executed and
delivered between the Company and The Bank of New York Mellon, a corporation
organized and existing under the laws of the State of New York, as Trustee
(herein referred to as the “Trustee”) (such Indenture, as originally executed
and delivered and as thereafter supplemented and amended being hereinafter
referred to as the “Indenture”), to which Indenture and all indentures
supplemental thereto or Company Orders reference is hereby made for a
description of the rights, limitations of rights, obligations, duties and
immunities thereunder of the Trustee, the Company and the holders of the
Notes.  By the terms of the Indenture, the Notes are issuable in
series which may vary as to amount, date of maturity, rate of interest and in
other respects as in the Indenture provided.  This Note is one of the
series of Notes designated on the face hereof.

      


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

      


      “Treasury
Rate” means:

       

      
        	
                ·  

              	
                the
      yield, under the heading which represents the average for the immediately
      preceding week, appearing in the most recently published statistical
      release designated “H.15(519)” or any successor publication which is
      published weekly by the Board of Governors of the Federal Reserve System
      and which establishes yields on actively traded U.S. Treasury securities
      adjusted to constant maturity under the caption “Treasury Constant
      Maturities,” for the maturity corresponding to the Comparable Treasury
      Issue (if no maturity is within three months before or after the remaining
      life (as defined below), yields for the two published maturities most
      closely corresponding to the Comparable Treasury Issue will be determined
      and the Treasury Rate will be interpolated or extrapolated from such
      yields on a straight line basis, rounding to the nearest month);
      or

              


      

      


      
        	
                ·  

              	
                if
      such release (or any successor release) is not published during the week
      preceding the calculation date or does not contain such yields, the rate
      per annum equal to the semiannual equivalent yield to maturity of the
      Comparable Treasury Issue, calculated using a price for the Comparable
      Treasury Issue (expressed as a percentage of its principal amount) equal
      to the Comparable Treasury Price for such redemption
  date.

              


      

      


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

      


      “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 the Company obtains 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 us
and reasonably acceptable to the Trustee.

      


      “Reference
Treasury Dealer” means Barclays Capital Inc., BNP Paribas Securities Corp.,
Credit Suisse Securities (USA) LLC and their respective successors; provided,
however, that if any of the foregoing shall cease to be a primary U.S.
government securities dealer the Company will substitute therefor a primary U.S.
government securities dealer 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 3:30 p.m., New York City time, on
the third Business Day preceding such redemption date.

       

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

       

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

       

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

       

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

      


      As described in the Company Order and
Officers’ Certificate, so long as this Note is outstanding, the Company is
subject to a limitation on Liens as described therein.

       

          The Indenture
contains provisions permitting the Company and the Trustee, with the consent of
the Holders of not less than a majority in aggregate principal amount of the
Notes of each series affected at the time outstanding, as defined in the
Indenture, to execute supplemental indentures for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
the Indenture or of any supplemental indenture or of modifying in any manner the
rights of the Holders of the Notes; provided, however, that no such supplemental
indenture shall (i) extend the fixed maturity of any Notes of any series, or
reduce the principal amount thereof, or reduce the rate or extend the time of
payment of interest thereon, or reduce any premium payable upon the redemption
thereof, or reduce the amount of the principal of a Discount Security that would
be due and payable upon a declaration of acceleration of the maturity thereof
pursuant to the Indenture, without the consent of the holder of each Note then
outstanding and affected; (ii) reduce the aforesaid percentage of Notes, the
holders of which are required to consent to any such supplemental indenture, or
reduce the percentage of Notes, the holders of which are required to waive any
default and its consequences, without the consent of the holder of each Note
then outstanding and affected thereby; or (iii) modify any provision of Section
6.01(c) of the Indenture (except to increase the percentage of principal amount
of securities required to rescind and annul any declaration of amounts due and
payable under the Notes), without the consent of the holder of each Note then
outstanding and affected thereby.  The Indenture also contains
provisions permitting the Holders of a majority in aggregate principal amount of
the Notes of all series at the time outstanding affected thereby, on behalf of
the Holders of the Notes of such series, to waive any past default in the
performance of any of the covenants contained in the Indenture, or established
pursuant to the Indenture with respect to such series, and its consequences,
except a default in the payment of the principal of or premium, if any, or
interest on any of the Notes of such series.  Any such consent or
waiver by the registered Holder of this Note (unless revoked as pro­vided in
the Indenture) shall be conclusive and binding upon such Holder and upon all
future Holders and owners of this Note and of any Note issued in exchange
herefor or in place hereof (whether by registration of transfer or otherwise),
irrespective of whether or not any notation of such consent or waiver is made
upon this Note.

      


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

       

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

       

          Prior to due
presentment for registration of transfer of this Note, the Company, the Trustee,
any paying agent and any Security Registrar may deem and treat the registered
Holder hereof as the absolute owner hereof (whether or not this Note shall be
overdue and notwithstanding any notice of ownership or writing hereon made by
anyone other than the Security Registrar) for the purpose of receiving payment
of or on account of the principal hereof and premium, if any, and interest due
hereon and for all other purposes, and neither the Company nor the Trustee nor
any paying agent nor any Security Registrar shall be affected by any notice to
the contrary.

       

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

       

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

      



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

       

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

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


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

      


      INDIANA MICHIGAN POWER
COMPANY

      


      


      By:___________________________

      Renee V. Hawkins

      Assistant Treasurer

      Attest:

      


      


      By:___________________________

      Thomas G. Berkemeyer

      Assistant Secretary

      


      


      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      CERTIFICATE
OF AUTHENTICATION

      


      This is one of the Notes of the series
of Notes designated in accordance with, and referred to in, the within-mentioned
Indenture.

      


      Dated:  January
15, 2009

      


      THE BANK
OF NEW YORK MELLON

      


      


      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”).