<PAGE>

                                                                    EXHIBIT 4(c)
November 22, 2002

                     Company Order and Officers' Certificate
                       6% Senior Notes, Series D, due 2032


The Bank of New York, as Trustee
101 Barclays Street
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 24, 2001, 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 6% Senior Notes,  Series D, due 2032 (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 $150,000,000, 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
          December 31, 2032;

     (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 March 31,  June 30,  September  30 and  December  31, and the
          Regular Record Date for the  determination of holders to whom interest
          is payable on any such Interest Payment Date shall be one Business Day
          prior to the relevant  Interest Payment Date,  except if the Notes are
          no longer  represented by a Global Note,  then the Regular Record Date
          shall be the close of business on the March 15, June 15,  September 15
          or  December  15, as the case may be,  next  preceding  such  Interest
          Payment Date;  provided,  that 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 6% per annum;

     (v)(a) the Notes shall be redeemable at the option of the Company, in whole
          or in part, at any time on or after  November 22, 2007,  upon not less
          than 30 nor more than 60 days' notice, at 100% of the principal amount
          redeemed  together with accrued and unpaid  interest to the redemption
          date;

     (v)(b) the  Notes  shall  be  redeemed  in the  event  (I)(A)  the  Company
          reorganizes,  or  otherwise  transfers  a  substantial  portion of its
          assets, and (B) that reorganization or transfer results in the Company
          no longer being a regulated utility company, and (C) the Notes and the
          Company's  obligations  under the Indenture are not assumed by, and do
          not become the direct and primary  obligations of, a regulated utility
          company, unless Ambac Assurance Corporation ("Ambac") consents to such
          reorganization or transfer,  (II) the Company fails to pay to Ambac an
          insurance  premium  pursuant to the Insurance  Agreement,  dated as of
          November 22, 2002 (the Insurance  Agreement),  between the Company and
          Ambac unless Ambac waives such failure or (III) the Company  incurs or
          issues  additional  indebtedness  for  borrowed  money  secured by its
          assets and fails to secure its  repayment  obligations  to Ambac under
          the Insurance Agreement unless Ambac waives such failure.

          If the Notes are redeemed pursuant to his paragraph (v)(b) on or after
          November 22, 2007, the redemption  price will be 100% of the principal
          amount of the Senior Notes plus accrued and unpaid interest thereon to
          the date of  redemption.  If the Notes are  redeemed  pursuant to this
          paragraph  (v)(b) before November 22, 2007, the redemption  price will
          be  equal  to the  accrued  interest  on the  Notes  to  the  date  of
          redemption  plus the greater of: (I) 100% of the  principal  amount of
          the  Senior  Notes;  and  (II)  the sum of the  present  value  of the
          principal  amount of the Senior Notes together with the present values
          of the  scheduled  payments  of  interest  on the  Senior  Notes  (not
          including any portion of such  payments of interest  accrued as of the
          date of  redemption)  from  the  date of  redemption  to the  interest
          payment date on December  31, 2007 (such time period  between the date
          of redemption and the interest payment date on December 31, 2007 being
          referred to as the "Remaining  Term"),  in each case discounted to the
          date of  redemption  on a quarterly  basis  (assuming  a 360-day  year
          consisting of twelve 30-day months) at the Adjusted Treasury Rate plus
          twenty-five  (25)  basis  points,  as  calculated  by  an  Independent
          Investment Banker.

          "Adjusted  Treasury Rate" means,  with respect to any redemption  rate
          (I) the yield,  under the heading which represents the average for the
          immediately  preceding week,  appearing in the most recently published
          statistical   release   designated   "H.15(519)"   or  any   successor
          publication which is published weekly by the Board of Governors of the
          Federal Reserve System and which establishes yields on actively traded
          United States Treasury  securities adjusted to constant maturity under
          the  caption  "Treasury   Constant   Maturities",   for  the  maturity
          corresponding  to the  Comparable  Treasury  Issue (if no  maturity is
          within three months before or after the Remaining Term, yields for the
          two published maturities most closely  corresponding to the Comparable
          Treasury  issue shall be  determined  and the adjusted  Treasury  Rate
          shall be interpolated  or extrapolated  from such yields on a straight
          line basis,  rounding to the nearest  month);  or (II) if such release
          (or any successor  release) is not published during the week preceding
          the  calculation  date or does not contain such  yields,  the rate per
          annum  equal to the  semi-annual  equivalent  yield to maturity of the
          Comparable Treasury Issue, calculated using 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. The
          Adjusted  Treasury Rate shall be calculated on the third  business day
          preceding the 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 securities to be redeemed 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 Senior
          Notes.

          "Comparable  Treasury  Price" means (1) the average of five  Reference
          Treasury Dealer  Quotations for such Redemption  Date, after excluding
          the highest and lowest Reference Treasury Dealer Quotations, or (2) if
          the  Independent  Investment  Banker  obtains  fewer  than  five  such
          Reference  Treasury  Dealer  Quotations,   the  average  of  all  such
          quotations.

          "Independent  Investment  Banker" means one of the Reference  Treasury
          Dealers appointed by us.

          "Reference  Treasury Dealer" means (I) each of Merrill Lynch,  Pierce,
          Fenner & Smith Incorporated, Salomon Smith Barney Inc. and UBS Warburg
          LLC, and their  respective  successors;  provided  that, if any of the
          foregoing ceases to be a primary U.S. Government  securities dealer in
          the United  States (a "Primary  Treasury  Dealer"),  the Company  will
          substitute another Primary Treasury Dealer; and (II) any other Primary
          Treasury Dealer selected by the Company.

          "Reference  Treasury Dealer  Quotations"  means,  with respect to each
          Reference  Treasury  Dealer and any redemption  date, the average,  as
          determined by the Independent  Investment Banker, 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
          Independent Investment Banker at 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 "6%Senior Notes, Series D, Due 2032";

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

     (ix) not applicable;

     (x)  the Notes shall be subject to a Periodic Offering;  provided, however,
          additional Notes issued pursuant to a Periodic Offering shall not have
          the benefit of the  Financial  Guaranty  Insurance  Policy (as defined
          herein) unless otherwise agreed by Ambac;

     (xi) not applicable;

     (xii)any other information  necessary to complete the Notes shall be as set
          forth in the Notes or herein;

     (xiii) not applicable;

     (xiv)the Notes shall be issuable in  denominations  of $25 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.   To the extent  permitted by law and so long as Ambac is in compliance  with
     its obligations under its Financial  Guaranty  Insurance Policy No. 20299BE
     (the  "Financial  Guaranty  Insurance  Policy"),   the  Financial  Guaranty
     Insurance  Policy is in full force and  effect and Ambac is not  subject to
     any bankruptcy, insolvency or similar proceedings:

     (i)  any  provision of this Company Order and  Officer's  Certificate,  any
          Note  or  the  Indenture  (collectively,  the  "Financing  Documents")
          expressly  recognizing  or  granting  rights in or to Ambac may not be
          amended in any manner which  affects the rights of Ambac  hereunder or
          thereunder without the prior written consent of Ambac.

     (ii) Ambac shall be deemed to be the owner of all outstanding Notes for all
          purposes  (including,  without  limitation,  all approvals,  consents,
          requests,   waivers,    authorizations,    directions,    inspections,
          appointments  and  the  institution  of any  action),  provided,  that
          nothing  in  this  clause   (ii)  shall   impair  the  rights  of  the
          Securityholders  to receive all payments due under the Notes.  Ambac's
          consent  shall be  required  with  respect  to (a) the  execution  and
          delivery  of  any  Company  Order  or  supplemental  indenture  to the
          Indenture  for which the  consent  of any of the  holders of the Notes
          (the  "Securityholders") is required, or any amendment,  supplement or
          change  to or  modification  of  any  Financing  Document  (except  as
          otherwise  provided  by  Section  901 of the  Indenture)  and  (b) the
          removal  of  the  Trustee  or  any  paying  agent  and  selection  and
          appointment of any successor trustee or paying agent.

     (iii)Any  reorganization  or liquidation plan under  applicable  bankruptcy
          law or similar law with respect to the Company must be  acceptable  to
          Ambac. In the event of any such  reorganization or liquidation,  Ambac
          shall have the right to vote on behalf of all Securityholders who hold
          Ambac-insured  Notes  absent a default by Ambac  under the  applicable
          Financial Guaranty Insurance Policy insuring such Notes.

     (iv) Anything in any  Financing  Document to the contrary  notwithstanding,
          upon the  occurrence  and  continuance  of an Event of Default,  Ambac
          shall be entitled to control and direct the  enforcement of all rights
          and  remedies  granted to the  Securityholders  or the Trustee for the
          benefit  of  the  Securityholders   under  the  Financing   Documents,
          including,  without  limitation:  (A)  the  right  to  accelerate  the
          principal  of the Notes as  described  in the  Indenture,  and (B) the
          right to annul any declaration of  acceleration,  and Ambac shall also
          be entitled to approve all waivers of Events of Default  with  respect
          to or effecting the Notes.

     (v)  While  the  Financial  Guaranty  Insurance  Policy is in  effect,  the
          Company (and/or the Trustee,  where indicated  below) shall furnish to
          Ambac  (to  the  attention  of  the  Surveillance  Department,  unless
          otherwise indicated):

          (a)  as soon as practicable  after the filing  thereof,  a copy of any
               financial  statement  of the  Company and a copy of any audit and
               annual report of the Company;

          (b)  such additional information it may reasonably request;

          (c)  a  copy  of  any   notice   to  be   given   to  the   registered
               Securityholders,  including,  without  limitation,  notice of any
               redemption  or  defeasance  of the  Notes,  and  any  certificate
               rendered  pursuant  to any  Financing  Document  relating  to the
               Notes,  which  obligation  shall bind the  Trustee as well as the
               Company;

          (d)  notice (attention: General Counsel) by the Trustee of any failure
               of the Company to provide relevant  notices,  certificates,  etc.
               under the Financing Documents; and

          (e)  notwithstanding  any other  provision of any Financing  Document,
               immediate  notice  (attention:  General  Counsel)  if at any time
               there are  insufficient  moneys to make any payments of principal
               and/or interest on the Notes as required and immediate  notice of
               the occurrence of any Event of Default,  which  obligation  shall
               bind the Trustee as well as the Company.

     (vi) Notwithstanding  anything herein or in any other Financing Document to
          the contrary,  in the event that the principal  and/or interest due on
          the Notes shall be paid by Ambac  pursuant to the  Financial  Guaranty
          Insurance  Policy,  (a) the Notes shall remain  "outstanding"  for all
          purposes under the Indenture,  not be considered defeased or otherwise
          satisfied  and not be  considered  paid by the Company,  (b) except as
          expressly  stated  herein or otherwise  agreed or  undertaken  (I) the
          Paying Agent, if any, shall have no duties or obligations  relating to
          any payments made by Ambac and (II) the Trustee shall not be deemed to
          have  knowledge of any default  unless the Trustee  shall have written
          notice thereof, (c) the assignment and pledge of the Indenture and all
          covenants,  agreements  and other  obligations  of the  Company to the
          Securityholders  shall  continue to exist and shall run to the benefit
          of Ambac,  and (d) Ambac  shall be  subrogated  to the  rights of such
          Securityholders to the extent of such payment.

     (vii)As long as the Financial  Guaranty  Insurance  Policy shall be in full
          force and effect, the Company,  the Trustee and any Paying Agent agree
          to comply with the following provisions:

          (a)  at least  one (1) day  prior to all  Interest  Payment  Dates the
               Trustee or Paying  Agent,  if any, will  determine  whether there
               will be  sufficient  funds  available to pay the  principal of or
               interest  on the  Notes on such  Interest  Payment  Date.  If the
               Trustee or Paying Agent,  if any,  determines  that there will be
               insufficient  funds  available,  the Trustee or Paying Agent,  if
               any, shall so notify Ambac.  Such notice shall specify the amount
               of the anticipated deficiency, the Notes to which such deficiency
               is  applicable  and whether  such Notes will be  deficient  as to
               principal or interest,  or both.  If the Trustee or Paying Agent,
               if any,  has not so notified  Ambac at least one (1) day prior to
               an Interest  Payment Date,  Ambac will make payments of principal
               or  interest  due on the Notes on or before  the first  (1st) day
               next following the date on which Ambac shall have received notice
               of nonpayment from the Trustee or Paying Agent, if any.

          (b)  the Trustee or Paying Agent, if any,  shall,  after giving notice
               to Ambac as provided in (a) above,  make  available to Ambac and,
               at Ambac's  direction,  to The Bank of New York, in New York, New
               York, as insurance  trustee for Ambac or any successor  insurance
               trustee (the "Insurance Trustee"),  the registration books of the
               Company  maintained by the Trustee or Paying  Agent,  if any, and
               all  records   relating  to  the  funds  and  accounts  (if  any)
               maintained under the Indenture.

          (c)  the Trustee or Paying Agent,  if any, shall provide Ambac and the
               Insurance  Trustee  with a list of  registered  owners  of  Notes
               entitled to receive  principal  or interest  payments  from Ambac
               under the terms of the Financial  Guaranty  Insurance Policy, and
               shall  pursuant to  arrangements  with the Insurance  Trustee (I)
               mail checks or drafts to the registered  owners of Notes entitled
               to receive full or partial interest  payments from Ambac and (II)
               pay principal upon Notes  surrendered to the Insurance Trustee by
               the  registered  owners  of Notes  entitled  to  receive  full or
               partial principal payments from Ambac.

          (d)  the  Trustee  or  Paying  Agent,  if any,  shall,  at the time it
               provides notice to Ambac pursuant to (a) above, notify registered
               owners of Notes  entitled to receive the payment of  principal or
               interest   thereon  from  Ambac  (I)  as  to  the  fact  of  such
               entitlement,  (II) that  Ambac will  remit to them,  through  the
               Insurance  Trustee  or  pursuant  to  arrangements  made with the
               Insurance  Trustee  through the Trustee or Paying Agent,  if any,
               all or a part of the interest payments next coming due upon proof
               of  Securityholder  entitlement to interest payments and delivery
               to the Insurance  Trustee,  in form satisfactory to the Insurance
               Trustee,  of an appropriate  assignment of the registered owner's
               right to  payment,  (III) that should they be entitled to receive
               full payment of principal from Ambac,  they must surrender  their
               Notes (along with an appropriate instrument of assignment in form
               satisfactory to the Insurance Trustee to permit ownership of such
               Notes to be  registered  in the name of Ambac) for payment to the
               Insurance  Trustee,  who shall  then  pass  such  Notes on to the
               Trustee or Paying  Agent,  if any, for payment of principal  upon
               such  Notes and (IV) that  should  they be  entitled  to  receive
               partial payment of principal from Ambac, for payment of principal
               on such Notes they must surrender their Notes for payment thereon
               first to the Trustee or Paying  Agent,  if any, who shall note on
               such Notes the  portion of the  principal  paid by the Trustee or
               Paying  Agent,  if any,  and  then,  along  with  an  appropriate
               instrument of assignment  in form  satisfactory  to the Insurance
               Trustee,   to  the  Insurance  Trustee,   which  will  then  make
               arrangements  with the Trustee or the Paying  Agent,  if any, for
               the payment of the unpaid portion of principal.

          (e)  in the event that the Trustee or Paying Agent, if any, has notice
               that any payment of  principal of or interest on a Note which has
               become Due for  Payment  (as  defined in the  Financial  Guaranty
               Insurance  Policy) and which is made to a Securityholder by or on
               behalf of the Company has been deemed a preferential transfer and
               theretofore  recovered from its registered  owner pursuant to the
               United  States  Bankruptcy  Code by a trustee  in  bankruptcy  in
               accordance with the final,  nonappealable order of a court having
               competent  jurisdiction,  the  Trustee or Paying  Agent,  if any,
               shall,  at the time  Ambac is  notified  pursuant  to (a)  above,
               notify  all  registered   owners  that  in  the  event  that  any
               registered owner's payment is so recovered, such registered owner
               will be  entitled  to  payment  from  Ambac to the extent of such
               recovery if sufficient funds are not otherwise available, and the
               Trustee  or Paying  Agent,  if any,  shall  furnish  to Ambac its
               records  evidencing  the payments of principal of and interest on
               the Notes which have been made by the Trustee or Paying Agent, if
               any, and  subsequently  recovered from registered  owners and the
               dates on which such payments were made.

          (f)  in addition to those  rights  granted  Ambac under the  Financing
               Documents,  Ambac  shall,  to the  extent  it  makes  payment  of
               principal  of or  interest  on Notes,  become  subrogated  to the
               rights of the recipients of such payments in accordance  with the
               terms of the Financial Guaranty Insurance Policy, and to evidence
               such  subrogation (1) in the case of subrogation as to claims for
               past due  interest,  the Trustee or Paying Agent,  if any,  shall
               note Ambac's rights as subrogee on the registration  books of the
               Company  maintained by the Trustee or Paying Agent,  if any, upon
               receipt from Ambac of proof of the payment of interest thereon to
               the  registered  owners  of the  Notes,  and  (2) in the  case of
               subrogation as to claims for past due  principal,  the Trustee or
               Paying Agent,  if any,  shall note Ambac's  rights as subrogee on
               the registration  books of the Company  maintained by the Trustee
               or  Paying  Agent,  if any,  upon  surrender  of the Notes by the
               registered  owners thereof  together with proof of the payment of
               principal thereof.

     (viii) The Trustee or Paying Agent,  if any, may be removed at any time, at
          the  request  of Ambac,  for any breach of its  obligations  under the
          Financing Documents.

     (ix) Ambac shall  receive  prior  written  notice of any Trustee (or Paying
          Agent) resignation.

     (x)  Every successor Trustee appointed pursuant to the Indenture shall be a
          trust  company or bank in good  standing  located  in or  incorporated
          under the laws of any State of the  United  States  of  America,  duly
          authorized  to exercise  trust  powers and subject to  examination  by
          federal or state  authority,  having a reported capital and surplus of
          not less than  $75,000,000  and  acceptable  to Ambac.  Any  successor
          Paying  Agent,  if  applicable,  shall not be  appointed  unless Ambac
          approves such successor in writing.

     (xi) Notwithstanding  any other  provision of the Financing  Documents,  in
          determining  whether  the  rights  of  the  Securityholders   will  be
          adversely  affected  by any  action  taken  pursuant  to the terms and
          provisions of the Financing  Documents,  the Trustee (or Paying Agent)
          shall consider the effect on the  Securityholders  as if there were no
          Financial Guaranty Insurance Policy.

     (xii)Notwithstanding  any other  provision of the Financing  Documents,  no
          removal,  resignation  or termination of the Trustee (or Paying Agent)
          shall take effect until a  successor,  acceptable  to Ambac,  shall be
          appointed.

     (xiii) To the extent that the  Financing  Documents  confer upon or give or
          grant to Ambac  any  right,  remedy or claim  thereunder  or by reason
          thereof,  Ambac is hereby explicitly recognized as being a third-party
          beneficiary  thereunder and may enforce any such right remedy or claim
          conferred, given or granted thereunder.

     (xiv)Nothing in the Financing Documents,  expressed or implied, is intended
          or shall be  construed  to confer  upon,  or to give or grant to,  any
          person or entity,  other than the  Company,  the Trustee,  Ambac,  the
          Paying Agent, if any, and the registered  Securityholders,  any right,
          remedy or claim under or by reason of the  Financing  Documents or any
          covenant,   condition  or  stipulation  thereof,  and  all  covenants,
          stipulations,  promises  and  agreements  in the  Financing  Documents
          contained  by and on behalf of the  Company  shall be for the sole and
          exclusive  benefit of the  Company,  the  Trustee,  Ambac,  the Paying
          Agent, if any, and the registered Securityholders.

     (xv) The  Company  may not elect to defease  the Notes in  accordance  with
          Article XI of the Indenture  without having obtained the prior written
          consent of Ambac, such consent not to be unreasonably withheld.

4.   It shall be an Event  of  Default  under  the  Indenture  if an  "Event  of
     Default"  shall  have  occurred  and  be  continuing  under  the  Insurance
     Agreement.  If Ambac  waives  an  Event  of  Default  under  the  Insurance
     Agreement  or such Event of  Default  is cured,  then such Event of Default
     will not be an Event of Default  with respect to the Senior Notes under the
     Indenture.

5.   You are hereby requested to authenticate  $150,000,000  aggregate principal
     amount of 6% Senior Notes,  Series D, Due 2032 in such name as requested by
     The Depository Trust Company ("DTC") in the Letter of Representations dated
     November  19,  2002,  from the Company and the Trustee to DTC in the manner
     provided by the Indenture.

6.   You are  hereby  requested  to  hold  the  Notes  as  custodian  for DTC in
     accordance with the Letter of Representations.

7.   Concurrently  with this Company Order, an Opinion of Counsel under Sections
     2.04 and 13.06 of the Indenture is being delivered to you.

8.   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.


                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


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.  By
signing  below,  the  Trustee  agrees  to the  terms  and  conditions  set forth
hereinabove.

Very truly yours,


INDIANA MICHIGAN POWER COMPANY


By:   /s/ Geoffrey S. Chatas
         Vice President


And:   /s/ Thomas G. Berkemeyer
         Assistant Secretary


Acknowledged by Trustee:


By:   /s/ Joseph A. Lloret
         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.

Financial  Guaranty  Insurance Policy No. 20299BE (the "Policy") with respect to
payments due for principal of and interest on this Note has been issued by Ambac
Assurance Corporation ("Ambac Assurance").  The Policy has been delivered to The
Bank of New York, New York, New York, as the Insurance Trustee under said Policy
and will be held by such Insurance Trustee or any successor  insurance  trustee.
The Policy is on file and  available for  inspection at the principal  office of
the Insurance  Trustee and a copy thereof may be secured from Ambac Assurance or
the Insurance  Trustee.  All payments required to be made under the Policy shall
be made in  accordance  with the  provisions  thereof.  The  owner of this  Note
acknowledges  and consents to the subrogation  rights of Ambac Assurance as more
fully set forth in the Policy.

No.  R-1                                                 6,000,000 Senior Notes,
                                                       $25 principal amount each

                         INDIANA MICHIGAN POWER COMPANY
                       6% Senior Notes, Series D, Due 2032

CUSIP:  454889 77 5                      Original Issue Date:  November 22, 2002

Stated Maturity:  December 31, 2032                           Interest Rate:  6%

Principal Amount:  $150,000,000

Redeemable:       Yes  __               No  __
In Whole:         Yes  __               No  __
In Part:          Yes  __               No  __

Mandatory Redemption:  At any time and at the redemption prices described herein
Initial Optional Redemption Date: November 22, 2007
Initial Optional RedemptionPrice: 100%

     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,  quarterly  in arrears  on March 31,  June 30,  September  30 and
December 31 in each year,  commencing  March 31, 2003,  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 close
of business on the Business Day next preceding  such Interest  Payment Date. 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 the 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,  except that, if such
Business Day is in the next succeeding calendar year, such payment shall be made
on the immediately  preceding Business Day, 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 Note 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 national  banking  association  organized  and existing
under the laws of the United  States,  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.

     Subject to the terms of Article Three of the  Indenture,  the Company shall
have the right to redeem this Note at its option, without premium or penalty, in
whole or, in part,  at any time on or after  November 22, 2007,  at a redemption
price equal to 100% of the principal amount redeemed plus any accrued but unpaid
interest to the date of such  redemption.  This Note shall be redeemable  and at
the redemption  prices to the extent set forth herein,  in the Company Order and
in the  Indenture  upon not less  than  thirty,  but not more than  sixty,  days
previous notice by mail to the registered owner.

     To the extent  permitted by law and so long as Ambac is in compliance  with
its  obligations  under the  Policy,  the Policy is in full force and effect and
Ambac is not subject to any bankruptcy, insolvency or similar proceedings:

     (i)  any   provision  of  this  Note,   the  Company  Order  and  Officer's
          Certificate,   or  the   Indenture   (collectively,   the   "Financing
          Documents")  expressly  recognizing or granting  rights in or to Ambac
          may not be  amended in any manner  which  affects  the rights of Ambac
          hereunder or thereunder without the prior written consent of Ambac.

     (ii) Ambac shall be deemed to be the owner of all outstanding Notes for all
          purposes  (including,  without  limitation,  all approvals,  consents,
          requests,   waivers,    authorizations,    directions,    inspections,
          appointments  and  the  institution  of any  action),  provided,  that
          nothing  in  this  clause   (ii)  shall   impair  the  rights  of  the
          Securityholders  to receive all payments due under the Notes.  Ambac's
          consent  shall be  required  with  respect  to (a) the  execution  and
          delivery  of  any  Company  Order  or  supplemental  indenture  to the
          Indenture  for which the  consent  of any of the  holders of the Notes
          (the  "Securityholders") is required, or any amendment,  supplement or
          change  to or  modification  of  any  Financing  Document  (except  as
          otherwise  provided  by  Section  901 of the  Indenture)  and  (b) the
          removal  of  the  Trustee  or  any  paying  agent  and  selection  and
          appointment of any successor trustee or paying agent.

     (iii)Any  reorganization  or liquidation plan under  applicable  bankruptcy
          law or similar law with respect to the Company must be  acceptable  to
          Ambac. In the event of any such  reorganization or liquidation,  Ambac
          shall have the right to vote on behalf of all Securityholders who hold
          Ambac-insured  Notes  absent a default by Ambac  under the  applicable
          Financial Guaranty Insurance Policy insuring such Notes.

     (iv) Anything in any  Financing  Document to the contrary  notwithstanding,
          upon the  occurrence  and  continuance  of an Event of Default,  Ambac
          shall be entitled to control and direct the  enforcement of all rights
          and  remedies  granted to the  Securityholders  or the Trustee for the
          benefit  of  the  Securityholders   under  the  Financing   Documents,
          including,  without  limitation:  (A)  the  right  to  accelerate  the
          principal  of the Notes as  described  in the  Indenture,  and (B) the
          right to annul any declaration of  acceleration,  and Ambac shall also
          be entitled to approve all waivers of Events of Default  with  respect
          to or effecting the Notes.

     (v)  While  the  Financial  Guaranty  Insurance  Policy is in  effect,  the
          Company (and/or the Trustee,  where indicated  below) shall furnish to
          Ambac  (to  the  attention  of  the  Surveillance  Department,  unless
          otherwise indicated):

          (a)  as soon as practicable  after the filing  thereof,  a copy of any
               financial  statement  of the  Company and a copy of any audit and
               annual report of the Company;

          (b)  such additional information it may reasonably request;

          (c)  a  copy  of  any   notice   to  be   given   to  the   registered
               Securityholders,  including,  without  limitation,  notice of any
               redemption  or  defeasance  of the  Notes,  and  any  certificate
               rendered  pursuant  to any  Financing  Document  relating  to the
               Notes,  which  obligation  shall bind the  Trustee as well as the
               Company;

          (d)  notice (attention: General Counsel) by the Trustee of any failure
               of the Company to provide relevant  notices,  certificates,  etc.
               under the Financing Documents; and

          (e)  notwithstanding  any other  provision of any Financing  Document,
               immediate  notice  (attention:  General  Counsel)  if at any time
               there are  insufficient  moneys to make any payments of principal
               and/or interest on the Notes as required and immediate  notice of
               the occurrence of any Event of Default,  which  obligation  shall
               bind the Trustee as well as the Company.

     (vi) Notwithstanding  anything herein or in any other Financing Document to
          the contrary,  in the event that the principal  and/or interest due on
          the Notes shall be paid by Ambac  pursuant to the  Financial  Guaranty
          Insurance  Policy,  (a) the Notes shall remain  "outstanding"  for all
          purposes under the Indenture,  not be considered defeased or otherwise
          satisfied  and not be  considered  paid by the Company,  (b) except as
          expressly  stated  herein or otherwise  agreed or  undertaken  (I) the
          Paying Agent, if any, shall have no duties or obligations  relating to
          any payments made by Ambac and (II) the Trustee shall not be deemed to
          have  knowledge of any default  unless the Trustee  shall have written
          notice thereof, (c) the assignment and pledge of the Indenture and all
          covenants,  agreements  and other  obligations  of the  Company to the
          Securityholders  shall  continue to exist and shall run to the benefit
          of Ambac,  and (d) Ambac  shall be  subrogated  to the  rights of such
          Securityholders to the extent of each such payment.

     (vii)As long as the Financial  Guaranty  Insurance  Policy shall be in full
          force and effect, the Company,  the Trustee and any Paying Agent agree
          to comply with the following provisions:

          (a)  at least  one (1) day  prior to all  Interest  Payment  Dates the
               Trustee or Paying  Agent,  if any, will  determine  whether there
               will be  sufficient  funds  available to pay the  principal of or
               interest  on the  Notes on such  Interest  Payment  Date.  If the
               Trustee or Paying Agent,  if any,  determines  that there will be
               insufficient  funds  available,  the Trustee or Paying Agent,  if
               any, shall so notify Ambac.  Such notice shall specify the amount
               of the anticipated deficiency, the Notes to which such deficiency
               is  applicable  and whether  such Notes will be  deficient  as to
               principal or interest,  or both.  If the Trustee or Paying Agent,
               if any,  has not so notified  Ambac at least one (1) day prior to
               an Interest  Payment Date,  Ambac will make payments of principal
               or  interest  due on the Notes on or before  the first  (1st) day
               next following the date on which Ambac shall have received notice
               of nonpayment from the Trustee or Paying Agent, if any.

          (b)  the Trustee or Paying Agent, if any,  shall,  after giving notice
               to Ambac as provided in (a) above,  make  available to Ambac and,
               at Ambac's  direction,  to The Bank of New York, in New York, New
               York, as insurance  trustee for Ambac or any successor  insurance
               trustee (the "Insurance Trustee"),  the registration books of the
               Company  maintained by the Trustee or Paying  Agent,  if any, and
               all  records   relating  to  the  funds  and  accounts  (if  any)
               maintained under the Indenture.

          (c)  the Trustee or Paying Agent,  if any, shall provide Ambac and the
               Insurance  Trustee  with a list of  registered  owners  of  Notes
               entitled to receive  principal  or interest  payments  from Ambac
               under the terms of the Financial  Guaranty  Insurance Policy, and
               shall  pursuant to  arrangements  with the Insurance  Trustee (I)
               mail checks or drafts to the registered  owners of Notes entitled
               to receive full or partial interest  payments from Ambac and (II)
               pay principal upon Notes  surrendered to the Insurance Trustee by
               the  registered  owners  of Notes  entitled  to  receive  full or
               partial principal payments from Ambac.

          (d)  the  Trustee  or  Paying  Agent,  if any,  shall,  at the time it
               provides notice to Ambac pursuant to (a) above, notify registered
               owners of Notes  entitled to receive the payment of  principal or
               interest   thereon  from  Ambac  (I)  as  to  the  fact  of  such
               entitlement,  (II) that  Ambac will  remit to them,  through  the
               Insurance  Trustee  or  pursuant  to  arrangements  made with the
               Insurance  Trustee  through the Trustee or Paying Agent,  if any,
               all or a part of the interest payments next coming due upon proof
               of  Securityholder  entitlement to interest payments and delivery
               to the Insurance  Trustee,  in form satisfactory to the Insurance
               Trustee,  of an appropriate  assignment of the registered owner's
               right to  payment,  (III) that should they be entitled to receive
               full payment of principal from Ambac,  they must surrender  their
               Notes (along with an appropriate instrument of assignment in form
               satisfactory to the Insurance Trustee to permit ownership of such
               Notes to be  registered  in the name of Ambac) for payment to the
               Insurance  Trustee,  who shall  then  pass  such  Notes on to the
               Trustee or Paying  Agent,  if any, for payment of principal  upon
               such  Notes and (IV) that  should  they be  entitled  to  receive
               partial payment of principal from Ambac, for payment of principal
               on such Notes they must surrender their Notes for payment thereon
               first to the Trustee or Paying  Agent,  if any, who shall note on
               such Notes the  portion of the  principal  paid by the Trustee or
               Paying  Agent,  if any,  and  then,  along  with  an  appropriate
               instrument of assignment  in form  satisfactory  to the Insurance
               Trustee,   to  the  Insurance  Trustee,   which  will  then  make
               arrangements  with the Trustee or the Paying  Agent,  if any, for
               the payment of the unpaid portion of principal.

          (e)  in the event that the Trustee or Paying Agent, if any, has notice
               that any payment of  principal of or interest on a Note which has
               become Due for  Payment  (as  defined in the  Financial  Guaranty
               Insurance  Policy) and which is made to a Securityholder by or on
               behalf of the Company has been deemed a preferential transfer and
               theretofore  recovered from its registered  owner pursuant to the
               United  States  Bankruptcy  Code by a trustee  in  bankruptcy  in
               accordance with the final,  nonappealable order of a court having
               competent  jurisdiction,  the  Trustee or Paying  Agent,  if any,
               shall,  at the time  Ambac is  notified  pursuant  to (a)  above,
               notify  all  registered   owners  that  in  the  event  that  any
               registered owner's payment is so recovered, such registered owner
               will be  entitled  to  payment  from  Ambac to the extent of such
               recovery if sufficient funds are not otherwise available, and the
               Trustee  or Paying  Agent,  if any,  shall  furnish  to Ambac its
               records  evidencing  the payments of principal of and interest on
               the Notes which have been made by the Trustee or Paying Agent, if
               any, and  subsequently  recovered from registered  owners and the
               dates on which such payments were made.

          (f)  in addition to those  rights  granted  Ambac under the  Financing
               Documents,  Ambac  shall,  to the  extent  it  makes  payment  of
               principal  of or  interest  on Notes,  become  subrogated  to the
               rights of the recipients of such payments in accordance  with the
               terms of the Financial Guaranty Insurance Policy, and to evidence
               such  subrogation (1) in the case of subrogation as to claims for
               past due  interest,  the Trustee or Paying Agent,  if any,  shall
               note Ambac's rights as subrogee on the registration  books of the
               Company  maintained by the Trustee or Paying Agent,  if any, upon
               receipt from Ambac of proof of the payment of interest thereon to
               the  registered  owners  of the  Notes,  and  (2) in the  case of
               subrogation as to claims for past due  principal,  the Trustee or
               Paying Agent,  if any,  shall note Ambac's  rights as subrogee on
               the registration  books of the Company  maintained by the Trustee
               or  Paying  Agent,  if any,  upon  surrender  of the Notes by the
               registered  owners thereof  together with proof of the payment of
               principal thereof.

     (viii) The Trustee or Paying Agent,  if any, may be removed at any time, at
          the  request  of Ambac,  for any breach of its  obligations  under the
          Financing Documents.

     (ix) Ambac shall  receive  prior  written  notice of any Trustee (or Paying
          Agent) resignation.

     (x)  Every successor Trustee appointed pursuant to the Indenture shall be a
          trust  company or bank in good  standing  located  in or  incorporated
          under the laws of any State of the  United  States  of  America,  duly
          authorized  to exercise  trust  powers and subject to  examination  by
          federal or state  authority,  having a reported capital and surplus of
          not less than  $75,000,000  and  acceptable  to Ambac.  Any  successor
          Paying  Agent,  if  applicable,  shall not be  appointed  unless Ambac
          approves such successor in writing.

     (xi) Notwithstanding  any other  provision of the Financing  Documents,  in
          determining  whether  the  rights  of  the  Securityholders   will  be
          adversely  affected  by any  action  taken  pursuant  to the terms and
          provisions of the Financing  Documents,  the Trustee (or Paying Agent)
          shall consider the effect on the  Securityholders  as if there were no
          Financial Guaranty Insurance Policy.

     (xii)Notwithstanding  any other  provision of the Financing  Documents,  no
          removal,  resignation  or termination of the Trustee (or Paying Agent)
          shall take effect until a  successor,  acceptable  to Ambac,  shall be
          appointed.

     (xiii) To the extent that the  Financing  Documents  confer upon or give or
          grant to Ambac  any  right,  remedy or claim  thereunder  or by reason
          thereof,  Ambac is hereby explicitly recognized as being a third-party
          beneficiary  thereunder and may enforce any such right remedy or claim
          conferred, given or granted thereunder.

     (xiv)Nothing in the Financing Documents,  expressed or implied, is intended
          or shall be  construed  to confer  upon,  or to give or grant to,  any
          person or entity,  other than the  Company,  the Trustee,  Ambac,  the
          Paying Agent, if any, and the registered  Securityholders,  any right,
          remedy or claim under or by reason of the  Financing  Documents or any
          covenant,   condition  or  stipulation  thereof,  and  all  covenants,
          stipulations,  promises  and  agreements  in the  Financing  Documents
          contained  by and on behalf of the  Company  shall be for the sole and
          exclusive  benefit of the  Company,  the  Trustee,  Ambac,  the Paying
          Agent, if any, and the registered Securityholders.

     (xv) The  Company  may not elect to defease  the Notes in  accordance  with
          Article XI of the Indenture  without having obtained the prior written
          consent of Ambac, such consent not to be unreasonably withheld.

     It shall be an Event  of  Default  under  the  Indenture  if an  "Event  of
Default"  shall have occurred and be continuing  under the Insurance  Agreement,
dated as of November 22, 2002, between the Company and Ambac. If Ambac waives an
Event of  Default  under the  Insurance  Agreement  or such  Event of Default is
cured,  then such Event of Default  will not be an Event of Default with respect
to the Senior Notes under the Indenture.

     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.

     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 provided 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  transfer,  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 $25 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.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


     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:___________________________
                                                 Vice President

Attest:


By:___________________________
       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 22, 2002

THE BANK OF NEW YORK, as Trustee


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").