exhibit4d.htm


    EXHIBIT
4(d)


    


    


    


    


    


    
      


    

    


    


    


    


    


    PUBLIC
SERVICE COMPANY OF OKLAHOMA

    


    


    and

    


    


    THE BANK
OF NEW YORK,

    AS
TRUSTEE

    


    


    ___________________

    


    


    ________
SUPPLEMENTAL INDENTURE

    


    Dated as
of ____________, ____

    


    


    Supplemental
to the Indenture

    dated as
of November 1, 2000

    


    


    ____%
Senior Notes, Series _, due ____

    
      


      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


       

    

    ________ SUPPLEMENTAL INDENTURE, dated
as of ____________, ____, between PUBLIC SERVICE COMPANY OF OKLAHOMA, a
corporation duly organized and existing under the laws of the State of Oklahoma
(the "Company"), and THE BANK OF NEW YORK, a New York banking corporation
organized and existing under the laws of the State of New York, as Trustee under
the Original Indenture referred to below (the "Trustee").

    


    RECITALS
OF THE COMPANY

    


    The Company has heretofore executed and
delivered to the Trustee an indenture dated as of November 1, 2000 (the
"Original Indenture"), to provide for the issuance from time to time of its
debentures, notes or other evidences of indebtedness (the "Senior Notes"), the
form and terms of which are to be established as set forth in Section 201 and
301 of the Original Indenture.

    


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

    


    The Company desires to create a series
of the Senior Notes in an aggregate principal amount of $____________ to be
designated the "____% Senior Notes, Series _, due ____" (the "____% Senior
Notes"), and all action on the part of the Company necessary to authorize the
issuance of the ____% Senior Notes under the Original Indenture and this
________ Supplemental Indenture has been duly taken.

    


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

    


    NOW,
THEREFORE, THIS ________ SUPPLEMENTAL INDENTURE WITNESSETH:

    


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

    


    ARTICLE
ONE

    Definitions

    


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

    


    


    ARTICLE
TWO

    Terms and
Issuance of the ____% Senior Notes

    


    SECTION
201.                                Issue of ____% Senior
Notes

    


    A series of Senior Notes which shall be
designated the "____% Senior Notes, Series _, due ____" shall be executed,
authenticated and delivered from time to time in accordance with the provisions
of, and shall in all respects be subject to, the terms, conditions and covenants
of, the Original Indenture and this ________ Supplemental Indenture (including
the form of Global Security set forth in Exhibit A
hereto).  The aggregate principal amount of the ____% Senior Notes,
which may be authenticated and delivered under this ________ Supplemental
Indenture shall not, except as permitted by the provisions of the Original
Indenture, exceed $_____________.

    


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

    


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

    


    SECTION
203.                                Depositary for Global
Securities

    


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

    


    SECTION
204.                                Restrictions on
Liens

    


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

    


    So long
as any of the ____% Senior Notes are outstanding, the Company will not create or
suffer to be created or to exist any additional mortgage, pledge, security
interest, or other lien (collectively "Liens") on any of its utility properties
or tangible assets now owned or hereafter acquired to secure any indebtedness
for borrowed money ("Secured Debt"), without providing that the ____% Senior
Notes will be similarly secured.  This restriction does not apply to
the Company's subsidiaries, nor will it prevent any of them from creating or
permitting to exist Liens on their property or assets to secure any Secured
Debt.  Further, this restriction on Secured Debt does not apply to the
Company's existing first mortgage bonds that have previously been issued under
its Mortgage and Deed of Trust, dated July 1, 1945, between the Company and
Liberty Bank and Trust Company of Tulsa, National Association, as successor to
The first National Bank and Trust Company of Tulsa, as Trustee or any indenture
supplemental thereto; provided that this restriction will apply to future
issuances thereunder (other than issuances of refunding first mortgage
bonds).  In addition, this restriction does not prevent the creation
or existence of:

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


    SECTION
205.                                Place of
Payment

    


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

    


    SECTION
206.                                Sinking
Funds.

    


    Article
Twelve of the Indenture shall not apply to the Series _ Notes.

    


    SECTION
207.                                Redemption

    


    The ____% Senior 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 ____% Senior Notes at a
redemption price equal to the greater of (i) 100% of the principal amount of the
____% Senior Notes being redeemed and (ii) the sum of the present values of the
remaining scheduled payments of principal and interest on the ____% Senior 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 ____ basis
points, plus, in each case, accrued interest thereon to the date of
redemption.

    


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

    


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

    


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

    


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

    


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

    


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

     

    ARTICLE
THREE

    Miscellaneous

    


    SECTION
301.                                Execution as Supplemental
Indenture

    


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

    


    SECTION
302.                                Conflict with Trust
Indenture Act

    


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

    


    SECTION
303.                                Effect of
Headings

    


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

    


    SECTION
304.                                Successors and
Assigns

    


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

    


    SECTION
305.                                Separability
Clause

    


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

    


    SECTION
306.                                Benefits of ________
Supplemental Indenture

    


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

    


    SECTION
307.                                Execution and
Counterparts

    


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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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

    


    
      	 
      	
              PUBLIC
      SERVICE COMPANY OF OKLAHOMA

            
	 
      	 
      	 
      
	 
      	
              By:

            	
                                          

            
	 
      	 
      	
              Assistant
      Treasurer

            
	
              Attest:

            	 
      	 
      
	
                                    

            	 
      	 
      
	
              Assistant
    Secretary

            	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	
              THE
      BANK OF NEW YORK,

            
	 
      	 
      	
              as
      Trustee

            
	 
      	 
      	 
      
	 
      	
              By:

            	
                                  

            
	 
      	 
      	
              Authorized
      Signatory

            
	
              Attest:

            	 
      	 
      
	 
      	 
      	 
      
	
                                             

            	 
      	 
      
	
              Name:

            	 
      	 
      
	
              Title:

            	 
      	 
      


    

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	
              STATE
      OF OHIO

            	
              )

            	 
      
	 
      	
              )

            	
              ss:

            
	
              COUNTY
      OF FRANKLIN

            	
              )

            	 
      


    

    


    


    On the ____ day of __________, ____,
before me personally came _______________, to me known, who, being by me duly
sworn, did depose and say that ___ is an Assistant Treasurer of Public Service
Company of Oklahoma, one of the corporations described in and which executed the
foregoing instrument; that ____knows the seal of said corporation; that the seal
affixed to said instrument is such corporate seal; that it was so affixed by
authority of the Board of Directors of said corporation, and that ___ signed ___
name thereto by like authority.

    


    
      	 
      	
                

            
	 
      	
              My
      Commission expires

            


    

    


     

    
 

    


    
      	
              STATE
      OF NEW YORK

            	
              )

            	 
      
	 
      	
              )

            	
              ss:

            
	
              COUNTY
      OF NEW YORK

            	
              )

            	 
      


    

    


    


    


    On the ____ day of __________, ____,
before me personally came _______________, to me known, who, being by me duly
sworn, did depose and say that ___ is an Assistant Treasurer of The Bank of New
York, a New York banking corporation, one of the corporations described in and
which executed the foregoing instrument; that ___ knows the seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by authority of the Board of Directors of said
corporation, and that ___ signed ___ name thereto by like
authority.

    


    


    
      	 
      	
                

            
	 
      	
              My
      Commission expires

            


    

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT
A

    


    [Form of
Face of Global Security]

    


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

    


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

    


    No.
R-1

    


    PUBLIC
SERVICE COMPANY OF OKLAHOMA

    ____%
Senior Notes, Series _, due ____

    


    
      	
              CUSIP
      No. __________

            	
              $____________

            


    

    


    


    PUBLIC SERVICE COMPANY OF OKLAHOMA, a
corporation duly organized and existing under the laws of the State of Oklahoma
(the "Company", which term includes any successor Person under the Indenture
hereinafter referred to), for value received, hereby promises to pay to CEDE
& CO. or registered assigns, the principal sum of _________________________
DOLLARS ($____________) on ____________, ____ (the "Final Maturity"), and to pay
interest thereon from ____________, ____ or from the most recent Interest
Payment Date to which interest has been paid or duly provided for, semi-annually
on March 15 and ____________ each year, commencing March 15, ____, at the
interest rate per annum specified above, until the principal amount shall have
been paid or duly provided for.  Interest shall be computed on the
basis of a 360-day year of twelve 30-day months.

    


    The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in such Indenture, be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest, which shall be
the February 28 or August 31 (whether or not a Business Day) immediately
preceding the Interest Payment Date.  Any such interest not so
punctually paid or duly provided for will forthwith cease to be payable to the
Holder on such Regular Record Date and may either be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to Holders of
Securities of this series not less than 10 days prior to such Special Record
Date, or be paid at any time in any other lawful manner not inconsistent with
the requirements of any securities exchange on which the Securities of this
series may be listed, and upon such notice as may be required by such exchange,
all as more fully provided in said Indenture.

    


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

    


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

    


    This Security is one of a duly
authorized issue of securities of the Company (the "Securities"), issued and to
be issued in one or more series under an Indenture, dated as of November 1,
2000, as amended and supplemented from time to time (the "Indenture", which term
shall have the meaning assigned to it in such instrument), between the Company
and The Bank of New York, a New York banking corporation, as Trustee (the
"Trustee", which term includes any successor trustee under the Indenture), as to
which Indenture and all indentures supplemental thereto reference is hereby made
for a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the Holders and of the
terms upon which the Securities are, and are to be, authenticated and
delivered.  This Security is one of the series designated on the face
hereof, limited in aggregate principal amount to $____________; provided,
however, the aggregate principal amount hereof can be increased, without the
consent of the Holder, as permitted by the provisions of the Original
Indenture.  The provisions of this Security, together with the
provisions of the Indenture, shall govern the rights, obligations, duties and
immunities of the Holder, the Company and the Trustee with respect to this
Security, provided that, if any provision of this Security necessarily conflicts
with any provision of the Indenture, the provision of this Security shall be
controlling to the fullest extent permitted under the Indenture.

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    IN WITNESS WHEREOF, Public Service
Company of Oklahoma has caused this instrument to be duly executed under its
corporate seal.

    


    


    IN
WITNESS WHEREOF, Public Service Company of Oklahoma has caused this instrument
to be duly executed under its corporate seal.

    


    
      	 
      	
              PUBLIC
      SERVICE COMPANY OF OKLAHOMA

            
	 
      	 
      	 
      
	 
      	
              By:

            	 
      
	 
      	 
      	
              Assistant
      Treasurer

            


    

    


    


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

    


    
      	
              Dated:  _______________

            	
              THE
      BANK OF NEW YORK

            
	 
      	 
      	 
      
	 
      	
              By:

            	 
      
	 
      	 
      	
              Authorized
      Signatory

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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

    


    (PLEASE
INSERT SOCIAL SECURITY OR OTHER

       IDENTIFYING
NUMBER OF ASSIGNEE)

    


    _______________________________________

    


    ________________________________________________________________

    


    ________________________________________________________________

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

    ________________________________________________________________

    ASSIGNEE)
the within Note and all rights thereunder, hereby

    ________________________________________________________________

    irrevocably
constituting and appointing such person attorney to

    ________________________________________________________________

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

    ________________________________________________________________

    power of
substitution in the premises.

    


    


    


    Dated:________________________                                                                                     _________________________

    


    


    


    
      	
              NOTICE:

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