Ex 4(b) - Company Order and Officers' Certificate, Series F


    
      

    


    EXHIBIT
      4(b)

    November
      16, 2004

    


    Company
      Order and Officers’ Certificate

    5.05%
      Senior Notes, Series F, due 2014

    


    The
      Bank
      of New York, 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, as trustee (the “Trustee”), and the
      Board Resolutions dated January 22, 2003, 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 5.05% Senior Notes, Series F, due 2014 (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 $175,000,000, 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 November 15,
      2014;

    


    (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 May 15 and November 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 fifteenth day prior
      to
      the relevant Interest Payment Date; provided that the first Interest Payment
      Date shall be May 15, 2005 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 5.05% 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 20 basis points, plus, in each
      case, accrued interest thereon to the date of redemption.

    


    “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.

    


    “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, (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.

    


    
      	 	 	
              (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 “5.05% Senior Notes, Series F, due 2014”;

    


    (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 additional 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. 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 indenture
      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:

    


    	·  	
            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 (operating or capital) made, or existing on property acquired, in the
      ordinary course of business.

    


    3. You
      are
      hereby requested to authenticate $175,000,000 aggregate principal amount of
      5.05% Senior Notes, Series F, due 2014, 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 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,

    


    INDIANA
      MICHIGAN POWER COMPANY

    


    By:
      /s/
      Stephan T. Haynes

    Assistant
      Treasurer

    


    And:
      /s/
      Thomas G. Berkemeyer

    Assistant
      Secretary

    


    Acknowledged
      by Trustee:

    


    By: 
      /s/ Van Brown 

    Authorized
      Signatory

    


    
      

    

    EXHIBIT
      1
      TO EXHIBIT 4(b)

     

    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

    5.05%
      Senior Notes, Series F, due 2014

    


    
      	
              CUSIP: 454889
                AK 2

            	
              Original
                Issue Date: November
                16, 2004

            
	 	 
	
              Stated
                Maturity: November
                15, 2014

            	
              Interest
                Rate:   5.05%

            
	 	 
	
              Principal
                Amount: $175,000,000

            	 
	 	 
	
              Redeemable:

            	
              Yes

            	
              X

            	
              No

            	 
	
              In
                Whole

            	
              Yes

            	
              X

            	
              No

            	 
	
              In
                Part

            	
              Yes

            	
              X

            	
              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 May 15 and November 15 in each year, commencing
      on May 15, 2005, 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
      fifteenth day (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, 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’
previous notice given by mail to the registered owners of the Note at a
      redemption price equal to the greater of (i) 100% of the principal amount of
      the
      Note 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 20 basis points, plus, in each
      case, accrued interest thereon to the date of redemption.

    


    “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.

    


    “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.

    


    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 pro-vided 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 Note 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 Note 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 Note 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 Note 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:   
       /s/ Stephan T. Haynes

    Assistant
      Treasurer

    Attest:

    


    By: 
      /s/ 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     November
      16,
      2004

    


    THE
      BANK
      OF NEW YORK

    


    By:  
      /s/ Van Brown

    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”).