Exhibit 4(e)
Company Order and
Officers’ Certificate
___% Senior Notes, Series __,
due 20__
Deutsche Bank
Trust Company Americas
60 Wall
Street
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 June 30, 2009, 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,
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1. The
Company’s __% Notes, Series __, due 20__ (the
“Notes”) are hereby established. The Notes shall be in
substantially the form attached hereto as Exhibit 1.
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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):
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(i)
the aggregate principal amount of Notes which may be
authenticated and delivered under the Indenture shall be limited to
$__0,000,000, except as contemplated in Section 2.01 of the
Indenture;
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(ii)
the date on which the principal of the Notes shall be payable
shall be _______, 20__.
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(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 _______ and ________, and the Regular
Record Date for the determination of holders to whom interest is
payable on any such Interest Payment Date shall be __________ and
_________, respectively; provided that the first Interest Payment
Date shall be _____________ and interest payable on the Stated
Maturity Date or any Redemption Date shall be paid to the Person to
whom principal shall be paid;
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the interest
rate at which the Notes shall bear interest shall be ___% per
annum;
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(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 45 basis points, plus,
in each case, accrued interest thereon to the date of
redemption.
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“Comparable Treasury Issue” means
the United States Treasury security selected by an Independent
Investment Banker as having a maturity comparable to the remaining
term (“remaining life”) of the 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 life of the
Senior Notes.
“Comparable Treasury Price” means,
with respect to any redemption date, (1) the average of the
Reference Treasury Dealer Quotations for such redemption date,
after excluding the highest and lowest such Reference Treasury
Dealer Quotations, or (2) if we obtain fewer than four such
Reference Treasury Dealer Quotations, the average of all such
quotations.
“Independent Investment Banker”
means one of the Reference Treasury Dealers appointed by us and
reasonably acceptable to the Trustee.
“Reference Treasury Dealer” means
Calyon Securities (USA) Inc., Citigroup Global Markets Inc. and UBS
Securities LLC and their respective successors; provided, however,
that if any of the foregoing shall cease to be primary U.S.
government securities dealers we will substitute therefor another
primary U.S. government securities dealer reasonably acceptable to
the Trustee.
“Reference Treasury Dealer
Quotations” means, with respect to each Reference Treasury
Dealer and any redemption date, the average, as determined by the
Trustee, of the bid and asked prices for the Comparable Treasury
Issue (expressed in each case as a percentage of its principal
amount) quoted in writing to the Trustee by such Reference Treasury
Dealer at or before 3:30 p.m., New York City time, on the third
Business Day prece
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