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                                                                    EXHIBIT 4(c)
June 28, 2002


                     Company Order and Officers' Certificate
                     5.50% Senior Notes, Series A, due 2007

Deutsche Bank Trust Company Americas, as Trustee
100 Plaza One - MSJCY03-0604
Jersey City, NJ  07310

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 Kentucky Power Company
(the  "Company")  to Bankers  Trust  Company,  now Deutsche  Bank Trust  Company
Americas, as trustee (the "Trustee"),  and the Board Resolutions dated April 22,
2002, 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  5.50% Senior  Notes,  Series A, due 2007 (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 shall  initially  be
          authenticated  and  delivered  under the  Indenture  is  $125,000,000,
          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
          July 1, 2007;

     (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  January 1 and July 1, and the  Regular  Record  Date for the
          determination  of  holders  to whom  interest  is  payable on any such
          Interest  Payment  Date shall be the  December 15 or June 15 preceding
          the relevant  Interest Payment Date;  provided that the first Interest
          Payment  Date  shall be January  1, 2003 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
          5.50% 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 25 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 "5.50%  Senior  Notes,  Series A, due
          2007";

     (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) not applicable.

3.   You are hereby requested to authenticate  $125,000,000  aggregate principal
     amount of 5.50% Senior Notes,  Series A, due 2007,  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 Letter of Representations dated June 25, 2002, from the
     Company and the Trustee 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 Geoffrey S. Chatas 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,

KENTUCKY POWER COMPANY


By:  /s/ Geoffrey S. Chatas
          Assistant Treasurer


And:  /s/ Thomas G. Berkemeyer
           Assistant Secretary


Acknowledged by Trustee:


By:   /s/ Susan Johnson
          Authorized Signatory