Exhibit 4(a) Company Order and Officer's Certificate


    
      

    


    EXHIBIT
      4(a)


    April
      5,
      2007

     

    Company
      Order and Officers' Certificate

    Floating
      Rate Notes, Series B, due 2010

    


    Deutsche
      Bank Trust Company Americas 

    60
      Wall
      Street

    New
      York,
      New York 10005

    


    Ladies
      and Gentlemen:

    


    Pursuant
      to Article Two of the Indenture, dated as of September 1, 1997 (as it may be
      amended or supplemented, the "Indenture"), from Ohio Power Company (the
      "Company") to Deutsche
      Bank Trust Company Americas,
      as
      trustee (the "Trustee"), and the Board Resolutions dated April 26, 2006, a
      copy
      of which certified by the Secretary or an Assistant Secretary of the Company
      is
      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 Floating Rate Notes, Series B, due 2010 (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 correspond 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 or in the Notes):

    


    (i) the
      aggregate principal amount of Notes which may be authenticated and delivered
      under the Indenture shall be limited to $400,000,000, except as contemplated
      in
      Section 2.01(i) of the Indenture;

    


    (ii) the
      date
      on which the principal of the Notes shall be payable shall be April 5, 2010
      ("Stated Maturity");

    


    (iii) interest
      on the Notes shall be payable on January 5, April 5, July 5 and October 5 of
      each year (each, an "Interest Payment Date"), commencing on July 5, 2007 and
      shall accrue from and including the date of authentication of the Notes to,
      but
      excluding, July 5, 2007, and thereafter, from and including each Interest
      Payment Date to, but excluding, the next succeeding Interest Payment Date or
      Stated Maturity, as the case may be; the Regular Record Date for the
      determination of holders to whom interest is payable on any such Interest
      Payment Date shall be the fifteenth calendar day preceding the relevant Interest
      Payment Date; provided that interest payable on Stated Maturity shall be paid
      to
      the Person to whom principal shall be paid; If
      any
      Interest Payment Date (other than at the Stated Maturity) is not a Business
      Day,
      then such Interest Payment Date shall be the next succeeding Business Day,
      except that if such Business Day is in the next calendar month, such Interest
      Payment Date shall be the immediately preceding Business Day. If the Stated
      Maturity of this Note falls on a day that is not a Business Day, the payment
      of
      principal and interest will be made on the next succeeding Business Day, and
      no
      interest shall accrue on such amounts for the period from and after such Stated
      Maturity; 

    


    (iv) the
      Notes
      will bear interest for each quarterly Interest Period at a per annum rate
      ("Interest Rate") determined by the Calculation Agent, subject to the maximum
      interest rate permitted by New York or other applicable state law, as such
      law
      may be modified by United States law of general application. The Interest Rate
      for each Interest Period will be equal to LIBOR on the Interest Determination
      Date for such Interest Period plus 0.18%; provided, however, that in certain
      circumstances described below, the Interest Rate will be determined by
      substituting bank quotations for LIBOR or by using LIBOR from the previous
      Interest Period, in each case plus the applicable spread.

    


    If
      the
      following circumstances exist on any Interest Determination Date, the
      Calculation Agent shall determine the Interest Rate for the Notes as
      follows:

    


    (1)
      If
      such rate does not appear on the Reuters LIBOR01 Page as of 11:00 a.m. (London
      time) on the Interest Determination Date for that Interest Period, LIBOR will
      be
      determined on the basis of the rates at which deposits in U.S. dollars for
      the
      Interest Period and in a principal amount of not less than $1,000,000 are
      offered to prime banks in the London interbank market by four major banks in
      the
      London interbank market, which may include affiliates of one or more of the
      underwriters, selected by the Calculation Agent (after consultation with the
      Company), at approximately 11:00 a.m., London time on the Interest Determination
      Date for that Interest Period. The Calculation Agent will request the principal
      London office of each such bank to provide a quotation of its rate. If at least
      two such quotations are provided, LIBOR with respect to that Interest Period
      will be the arithmetic mean of such quotations, and the Interest Rate on the
      Notes for that Interest Period shall be equal to LIBOR so calculated plus
      0.18%.

    


    (2)
      If
      fewer than two quotations are provided, LIBOR with respect to that Interest
      Period will be the arithmetic mean of the rates quoted by three major banks
      in
      New York City, which may include affiliates of one or more of the underwriters,
      selected by the Calculation Agent (after consultation with the Company), at
      approximately 11:00 a.m., New York City time, on the first day of that Interest
      Period for loans in U.S. dollars to leading European banks for that Interest
      Period and in a principal amount of not less than $1,000,000. However, if fewer
      than three banks selected by the Calculation Agent to provide quotations are
      quoting as described above, LIBOR for that Interest Period will be the same
      as
      LIBOR as determined for the previous Interest Period. The establishment of
      LIBOR
      by the Calculation Agent shall (in the absence of manifest error) be final
      and
      binding. In this case, the Interest Rate on the Notes for the applicable
      Interest Period shall be equal to LIBOR so calculated plus 0.18%

     

    (3)
      All
      percentages resulting from any calculation of the interest rate on Floating
      Rate
      Notes will be rounded, if necessary, to the nearest one-hundred thousandth
      of a
      percentage point, with five one-millionths of a percentage point rounded upwards
      (e.g., 9.876545% (or .09876545) being rounded to 9.87655% (or .0987655) and
      9.876544% (or .09876544) being rounded to 9.87654% (or .0987654)), and all
      dollar amounts used in or resulting from such calculation will be rounded to
      the
      nearest cent (with one-half cent being rounded upwards).

    


    (v) This
      Note
      may be redeemed by the Company at its option, in whole or in part, at any time
      after October 3, 2008, upon not less than thirty but not more than sixty days’
previous notice given by mail to the registered owners of the Note, at a
      redemption price equal to the 100% of the principal amount of the Notes being
      redeemed, plus accrued interest thereon to the date of redemption.

    


    
      	 	 	
              (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 "Floating Rate Notes, Series B, due 2010";

    


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

    


    (ix) see
      item
      (iv) above;

    


    (x) the
      Notes
      shall not 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) see
      item
      (iv) above; and

    


    (xix) Limitation
      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 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 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:

    


    
      	 	
              (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.

    


    3. You
      are
      hereby requested to authenticate $400,000,000 aggregate principal amount of
      Floating Rate Notes, Series B, due 2010, 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 July 9, 2003, 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 Stephan T. Haynes 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,

    


    OHIO
      POWER COMPANY

    


    


    By: /s/
      Stephan T. Haynes  

    Assistant
      Treasurer

    


    


    And:
      /s/
      Thomas G. Berkemeyer

        Assistant
      Secretary

    


    


    


    Acknowledged
      by Trustee:

    


    DEUTSCHE
      BANK TRUST COMPANY AMERICAS

    


    BY:
      DEUTSCHE BANK NATIONAL TRUST COMPANY

    


    


    By:     
      /s/ David Contino 

        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

    


    OHIO
      POWER COMPANY

    Floating
      Rate Notes, Series B, due 2010

    


    CUSIP:     677415CM1                                      Original
      Issue Date: April 5, 2007

    


    Stated
      Maturity:     04-05-2010

    


    Principal
      Amount:    $400,000,000

    


    Redeemable:      Yes
      [
      X]  No
      [
      ]

    In
      Whole:          Yes
      [
      X]  No
      [
      ]

    In
      Part:  Yes
      [
      X]  No
      [
      ]

    


    OHIO
      POWER COMPANY, a corporation duly organized and existing under the laws of
      the
      State of Ohio (herein referred to as the "Company", which term includes any
      successor corporation under the Indenture hereinafter referred to), for value
      received, hereby promises to pay to CEDE & CO. or registered assigns, the
      Principal Amount specified above on the Stated Maturity specified above, and
      to
      pay interest on said Principal Amount on January 5, April 5, July 5 and October
      5 of each year, commencing on July 5, 2007 at the per annum interest rate
      determined by the Calculation Agent on each Interest Determination Date, as
      such
      terms are defined herein, until the Principal Amount shall have been paid or
      duly provided for. The amount of interest payable on any Interest Payment Date
      shall be computed on the basis of the actual number of days for which interest
      is payable in the relevant Interest Period, divided by 360.

    


    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 fifteenth
      calendar day before each Interest Payment Date (the "Regular Record Date")
      provided that interest payable on the Stated Maturity 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 registered holder
      on such Regular Record Date and shall be paid as provided in said
      Indenture.


    If
      any
      Interest Payment Date (other than at the Stated Maturity) is not a Business
      Day,
      then such Interest Payment Date shall be the next succeeding Business Day,
      except that if such Business Day is in the next calendar month, such Interest
      Payment Date shall be the immediately preceding Business Day. If the Stated
      Maturity of this Note falls on a day that is not a Business Day, the payment
      of
      principal and interest will be made on the next succeeding Business Day, and
      no
      interest shall accrue on such amounts for the period from and after such Stated
      Maturity. The principal of 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) 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 or by wire transfer to the account designated by the
      person entitled thereto.

    


    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
      September 1, 1997 duly executed and delivered between the Company and Deutsche
      Bank Trust Company Americas (formerly Bankers Trust Company), 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 registered 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 or in part, at any time
      after October 3, 2008, upon not less than thirty but not more than sixty days’
previous notice given by mail to the registered owners of the Note, at a
      redemption price equal to the 100% of the principal amount of the Notes being
      redeemed, plus accrued interest thereon to the date of redemption.

    


    This
      Note
      will bear interest for each quarterly Interest Period at a per annum rate
      ("Interest Rate") determined by the Calculation Agent, subject to the maximum
      interest rate permitted by New York or other applicable state law, as such
      law
      may be modified by United States law of general application. The Interest Rate
      for each Interest Period will be equal to LIBOR on the Interest Determination
      Date for such Interest Period plus 0.18%; provided, however, that in certain
      circumstances described below, the Interest Rate will be determined without
      reference to LIBOR. Promptly upon such determination, the Calculation Agent
      will
      notify the Trustee for the Notes, if the person serving as the Trustee is not
      then serving as the Calculation Agent, of the Interest Rate for the new Interest
      Period. The Interest Rate determined by the Calculation Agent, absent manifest
      error, shall be binding and conclusive upon the beneficial owners and registered
      holders of this Note, the Company and the Trustee for the Notes.

     

            
      Interest on this Note will accrue from and including the Original Issue Date
      specified above to, but excluding, July 5, 2007, and thereafter, from and
      including each Interest Payment Date to, but excluding, the next succeeding
      Interest Payment Date or Stated Maturity, as the case may be.

    


    "Business
      Day" means, with respect to this Note, any day that is not a day on which
      banking institutions in New York City are authorized or required by law or
      regulation to close.

    


    "Calculation
      Agent" means Deutsche
      Bank Trust Company Americas
      , or its
      successor appointed by the Company, acting as calculation agent.

    


    "Interest
      Determination Date" means the second London Business Day immediately preceding
      the first day of the relevant Interest Period.

    


    "Interest
      Period" means the period commencing on an Interest Payment Date (or commencing
      on the Original Issue Date, if no interest has been paid or duly made available
      for payment since that date) and ending on the day before the next succeeding
      Interest Payment Date.

    


    "LIBOR"
      means, with respect to any Interest Period, the rate (expressed as a percentage
      per annum) for deposits in U.S. dollars for a three-month period commencing
      on
      the first day of that Interest Period and ending on the next interest payment
      date that appears on Reuters LIBOR01 Page as of 11:00 a.m. (London time) on
      the
      Interest Determination Date for that Interest Period. If such rate does not
      appear on the Reuters LIBOR01 Page as of 11:00 a.m. (London time) on the
      Interest Determination Date for that Interest Period, LIBOR will be determined
      on the basis of the rates at which deposits in U.S. dollars for the Interest
      Period and in a principal amount of not less than $1,000,000 are offered to
      prime banks in the London interbank market by four major banks in the London
      interbank market, which may include affiliates of one or more of the
      underwriters, selected by the Calculation Agent (after consultation with the
      Company), at approximately 11:00 a.m., London time on the Interest Determination
      Date for that Interest Period. The Calculation Agent will request the principal
      London office of each such bank to provide a quotation of its rate. If at least
      two such quotations are provided, LIBOR with respect to that Interest Period
      will be the arithmetic mean of such quotations. If fewer than two quotations
      are
      provided, LIBOR with respect to that Interest Period will be the arithmetic
      mean
      of the rates quoted by three major banks in New York City, which may include
      affiliates of one or more of the underwriters, selected by the Calculation
      Agent
      (after consultation with the Company), at approximately 11:00 a.m., New York
      City time, on the first day of that Interest Period for loans in U.S. dollars
      to
      leading European banks for that Interest Period and in a principal amount of
      not
      less than $1,000,000. However, if fewer than three banks selected by the
      Calculation Agent to provide quotations are quoting as described above, LIBOR
      for that Interest Period will be the same as LIBOR as determined for the
      previous Interest Period. The establishment of LIBOR by the Calculation Agent
      shall (in the absence of manifest error) be final and binding. We will pay
      the
      principal of the Notes and interest payable at maturity in immediately available
      funds at the office of Deutsche
      Bank Trust Company Americas,
      60 Wall
      Street, New York, New York.

    


    "London
      Business Day" means a day other than a Saturday or Sunday that is not a day
      on
      which banking institutions in London, England and New York, New York are
      authorized or obligated by law or executive order to be closed and a day on
      which dealings in deposits in U. S. dollars are transacted, or with respect
      to
      any future date are expected to be transacted, in the London interbank
      market.

    


    “Reuters
      LIBOR01 Page” means the display so designated as the Reuters 3000 Xtra (or such
      other page as may replace that page or that service, or such other service
      as
      may be nominated as the information vendor, for the purpose of displaying rates
      as prices comparable to the London Interbank Offered rate for U.S. dollar
      deposits).

    


    Upon
      request, the Calculation Agent will provide the current Interest Rate and,
      if
      determined, the Interest Rate which will become effective for the next Interest
      Period.

    


    All
      percentages resulting from any calculation of the Interest Rate will be rounded,
      if necessary, to the nearest one-hundred thousandth of a percentage point,
      with
      five one-millionths of a percentage point rounded upwards, and all dollar
      amounts used in or resulting from such calculation will be rounded to the
      nearest cent (with one-half cent being rounded upwards).

    


    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.

    


    The
      Indenture contains provisions permitting the Company and the Trustee, with
      the
      consent of the registered 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 registered 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
      registered holder of each Note then outstanding and affected; (ii) reduce the
      aforesaid percentage of Notes, the registered holders of which are required
      to
      consent to any such supplemental indenture, or reduce the percentage of Notes,
      the registered holders of which are required to waive any default and its
      consequences, without the consent of the registered 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 registered holder of each
      Note then outstanding and affected thereby. The Indenture also contains
      provisions permitting the registered holders of a majority in aggregate
      principal amount of the Notes of all series at the time outstanding affected
      thereby, on behalf of the registered 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
      pro-vided in the Indenture) shall be conclusive and binding upon such registered
      holder and upon all future registered 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 trans-fer, 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 registered 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.

    


    


    OHIO
      POWER COMPANY

    


    


    By:  
      /s/ Stephan T. Haynes

    Name:
      Stephan T. Haynes

    Title: Assistant
      Treasurer

    Attest:

    


    


    By: 
      /s/ Thomas G. Berkemeyer

    Name:
      Thomas G. Berkemeyer

    Title: 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:
      April 5, 2007

    


    DEUTSCHE
      BANK TRUST COMPANY AMERICAS

    


    BY:
      DEUTSCHE BANK NATIONAL TRUST COMPANY

    


    


    By: 
      /s/ David Contino

        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").