Exhibit 4(f)


                      AMERICAN ELECTIC POWER COMPANY, INC.
                                     ISSUER

                                       TO


                              THE BANK OF NEW YORK,
                                     TRUSTEE

                                    ---------


                          SUPPLEMENTAL INDENTURE NO. 1

                        DATED AS OF _____________________


                   SUPPLEMENTAL TO THE SUBORDINATED INDENTURE
                       DATED AS OF ______________________




                 ESTABLISHING A SERIES OF SECURITIES DESIGNATED
                     __% SUBORDINATED DEBENTURES, SERIES ___
              LIMITED IN AGGREGATE PRINCIPAL AMOUNT TO $___________


<PAGE>



                  SUPPLEMENTAL  INDENTURE NO. 1, dated as of ___________________
between AMERICAN ELECTRIC POWER COMPANY,  INC., a corporation duly organized and
existing under the laws of the State of New York (herein called the  "Company"),
and THE BANK OF NEW YORK, a New York  banking  corporation,  as Trustee  (herein
called  the   "Trustee"),   under  the   Subordinated   Indenture  dated  as  of
______________ (hereinafter called the "Original Indenture"),  this Supplemental
Indenture No. 1 being supplemental  thereto.  The Original Indenture and any and
all indentures and instruments  supplemental  thereto are hereinafter  sometimes
collectively called the "Indenture."

                             RECITALS OF THE COMPANY

                  The Original Indenture was authorized,  executed and delivered
by the Company to provide for the  issuance by the Company  from time to time of
its Securities  (such term and all other  capitalized  terms used herein without
definition having the meanings assigned to them in the Original  Indenture),  to
be issued in one or more series as contemplated  therein,  of the payment of the
principal, premium, if any, and interest, if any, on such Securities.

                  As  contemplated  by Sections  301 and 1201(f) of the Original
Indenture,  the  Company  wishes  to  establish  a series  of  Securities  to be
designated "__% Subordinated Debentures,  Series ___" to be limited in aggregate
principal  amount  (except as  contemplated  in Section  301(b) of the  Original
Indenture)  to  $___________,  such  series  of  Securities  to  be  hereinafter
sometimes called "Series No. 1."

                  [The Company  wishes to issue the  Securities  to _______ (the
"Trust") to  evidence  loans made to the  Company of the  proceeds of  Preferred
Securities and common beneficial  ownership interests in the assets of the Trust
to be issued to the Company ("Common Securities").]

                  The Company has duly  authorized the execution and delivery of
this  Supplemental  Indenture No. 1 to establish the  Securities of Series No. 1
and has duly authorized the issuance of such Securities;  and all acts necessary
to make this  Supplemental  Indenture No. 1 a valid  agreement of the Company to
make the Securities of Series No. 1 valid obligations of the Company,  have been
performed.

                  NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE NO. 1 WITNESSETH:

                  For and in  consideration  of the premises and of the purchase
of the Securities by the Holders thereof,  it is mutually covenanted and agreed,
for the equal and  proportionate  benefit of all  Holders of the  Securities  of
Series No. 1, as follows:

                                   ARTICLE ONE

                           FIRST SERIES OF SECURITIES

                  SECTION  1.  There is hereby  created  a series of  Securities
designated "__% Subordinated  Debentures,  Series ____" and limited in aggregate
principal  amount  (except as  contemplated  in Section  301(b) of the  Original
Indenture) to $___________.  The forms and


<PAGE>


terms of the  Securities  of Series No. 1 shall be  established  in an Officer's
Certificate  of the  Company,  as  contemplated  by Section 301 of the  Original
Indenture.

                  SECTION 2. The  Company  hereby  agrees  that,  if the Company
shall make any deposit of money and/or Eligible  Obligations with respect to any
Securities of Series No. 1, or any portion of the principal  amount thereof,  as
contemplated  by Section 701 of the Indenture,  the Company shall not deliver an
Officer's  Certificate  described  in clause (z) in the first  paragraph of said
Section 701 unless the Company shall also deliver to the Trustee,  together with
such Officer's Certificate, either:

                  (A) an  instrument  wherein the Company,  notwithstanding  the
         satisfaction  and  discharge  of its  indebtedness  in  respect of such
         Securities,  shall assume the  obligation  (which shall be absolute and
         unconditional) to irrevocably  deposit with the Trustee or Paying Agent
         such  additional  sums  of  money,  if  any,  or  additional   Eligible
         Obligations  (meeting the  requirements of Section 701), if any, or any
         combination  thereof,  at such  time or times,  as shall be  necessary,
         together  with the money and/or  Eligible  Obligations  theretofore  so
         deposited,  to pay when due the  principal of and premium,  if any, and
         interest due and to become due on such Securities or portions  thereof,
         all in  accordance  with and subject to the  provisions of said Section
         701;  provided,  however,  that  such  instrument  may  state  that the
         obligation  of the Company to make  additional  deposits  as  aforesaid
         shall be subject to the  delivery  to the  Company by the  Trustee of a
         notice  asserting  the  deficiency  accompanied  by  an  opinion  of an
         independent  public  accountant  of  nationally   recognized  standing,
         selected by the Trustee, showing the calculation thereof (which opinion
         shall be obtained at the expense of the Company); or

                  (B) an Opinion of  Counsel to the effect  that the  Holders of
         such Securities,  or portions of the principal amount thereof, will not
         recognize  income,  gain or loss for United States  federal  income tax
         purposes as a result of the satisfaction and discharge of the Company's
         indebtedness  in respect  thereof and will be subject to United  States
         federal  income tax on the same  amounts,  at the same times and in the
         same  manner  as if  such  satisfaction  and  discharge  had  not  been
         effected.

                           [Additional   provisions   relating   to  Trust,   if
Securities are issued in connection with Preferred Securities]


                           [Additional  provisions  relating to Remarketing  and
interest rate reset if Securities  are issued in connection  with Stock Purchase
Units]

                                   ARTICLE TWO

                                FORM OF SECURITY

         [IF THE SERIES __ DEBENTURE IS TO BE A GLOBAL DEBENTURE,  INSERT - This
Debenture is a Global Debenture within the meaning of the Indenture  hereinafter
referred  to and is  registered  in the name of a  Depository  or a nominee of a
Depository. This Debenture is


<PAGE>


exchangeable  for  Debentures  registered in the name of a person other than the
Depository  or its nominee  only in the limited  circumstances  described in the
Indenture,  and no  transfer  of this  Debenture  (other than a transfer of this
Debenture as a whole by the  Depository  to a nominee of the  Depository or by a
nominee  of  the  Depository  to  the  Depository  or  another  nominee  of  the
Depository) may be registered except in limited circumstances.

         Unless this Debenture is presented by an authorized  representative  of
The Depository Trust Company, a New York corporation  ("DTC"),  to the issuer or
its agent for registration of transfer,  exchange or payment,  and any Debenture
issued  is  registered  in the name of Cede & Co.  or in such  other  name as is
requested by an authorized  representative of DTC and any payment hereon is made
to  Cede & Co.,  or to  such  other  entity  as is  requested  by an  authorized
representative  of DTC,  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.]

No. ____________                                                    $___________

CUSIP No. ____________


                      AMERICAN ELECTRIC POWER COMPANY, INC.

                             __% JUNIOR SUBORDINATED
                         DEFERRABLE INTEREST DEBENTURE,
                               SERIES__, DUE ____

         AMERICAN ELECTRIC POWER COMPANY, INC., a corporation duly organized and
existing  under the laws of the  State of New York  (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
______________  or  registered  assigns,  the  principal  sum of  ______________
Dollars on  __________,  ____,  and to pay interest on said  principal  sum from
__________,  ____ 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  (subject to  deferral  as set forth  herein) in arrears on each
March 31, June 30, September 30 and December 31 commencing  __________,  ____ at
the rate of __% per annum until the  principal  hereof shall have become due and
payable,  and on any  overdue  principal  and  premium,  if  any,  and  (without
duplication and to the extent that payment of such interest is enforceable under
applicable  law) on any  overdue  installment  of  interest at the same rate per
annum during such overdue  period.  Interest shall be computed on the basis of a
360-day  year of  twelve  30-day  months.  In the  event  that any date on which
interest is payable on this  Debenture  is not a business  day,  then payment of
interest payable on such date will be made on the next succeeding day which is a
business day (and  without any interest or other  payment in respect of any such
delay),  except that,  if such business day is in the next  succeeding  calendar
year, such payment shall be made on the immediately  preceding  business day, in
each case with the same force and effect as if made on such date.  The  interest
installment  so  payable,  and  punctually  paid or duly  provided  for,  on any
Interest  Payment Date (other than  interest  payable on redemption or maturity)
will,  as  provided in the  Indenture,  be paid to the person in


<PAGE>


whose name this Debenture (or one or more Predecessor Debentures,  as defined in
said  Indenture) is  registered  at the close of business on the regular  record
date for such interest installment, [which shall be the close of business on the
business day next  preceding  such Interest  Payment  Date.] [IF PURSUANT TO THE
PROVISIONS OF SECTION  2.11(C) OF THE INDENTURE THE SERIES __ DEBENTURES  ARE NO
LONGER  REPRESENTED BY A GLOBAL DEBENTURE - which shall be the close of business
on the March 15, June 15, September 15 or December 15 (whether or not a business
day) next preceding such Interest  Payment Date.] Interest payable on redemption
or maturity  shall be payable to the person to whom the  principal is paid.  Any
such  interest  installment  not  punctually  paid or duly  provided  for  shall
forthwith  cease to be payable to the registered  holders on such regular record
date, and may be paid to the person in whose name this Debenture (or one or more
Predecessor  Debentures)  is  registered  at the close of  business on a special
record  date to be  fixed  by the  Trustee  for the  payment  of such  defaulted
interest, notice whereof shall be given to the registered holders of this series
of Debentures not less than 10 days prior to such special record date, or may be
paid  at any  time  in  any  other  lawful  manner  not  inconsistent  with  the
requirements  of any securities  exchange on which the Debentures may be listed,
and upon such  notice as may be  required  by such  exchange,  all as more fully
provided  in the  Indenture.  The  principal  of (and  premium,  if any) and the
interest  on this  Debenture  shall be  payable  at the  office or agency of the
Company  maintained  for that  purpose,  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 may be
made at the option of the Company by check  mailed to the  registered  holder at
such address as shall appear in the Debenture Register.

         Payment of the  principal  of,  premium,  if any,  and interest on this
Debenture is, to the extent provided in the Indenture,  subordinated and subject
in right of payment to the prior payment in full of all Senior Indebtedness,  as
defined in the Indenture, and this Debenture is issued subject to the provisions
of the  Indenture  with  respect  thereto.  Each  Holder of this  Debenture,  by
accepting  the same,  (a) agrees to and shall be bound by such  provisions,  (b)
authorizes  and  directs the Trustee on his or her behalf to take such action as
may be necessary or appropriate  to acknowledge or effectuate the  subordination
so provided and (c) appoints the Trustee his or her attorney-in-fact for any and
all such purposes.  Each Holder hereof, by his or her acceptance hereof,  hereby
waives all notice of the acceptance of the  subordination  provisions  contained
herein and in the Indenture by each holder of Senior  Indebtedness,  whether now
outstanding or hereafter incurred,  and waives reliance by each such holder upon
said provisions.

         This Debenture 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.

         Unless the  Certificate of  Authentication  hereon has been executed by
the Trustee or a duly appointed  Authentication Agent referred to on the reverse
side  hereof,  this  Debenture  shall not be entitled  to any benefit  under the
Indenture or be valid or obligatory for any purpose.

         The  provisions  of this  Debenture  are  continued on the reverse side
hereof and such continued provisions shall for all purposes have the same effect
as though fully set forth at this place.

<PAGE>


         IN WITNESS  WHEREOF,  the  Company  has caused  this  Instrument  to be
executed.

Dated ____________________


                                           AMERICAN ELECTRIC POWER COMPANY, INC.


                                           By
                                             ---------------------------

Attest:


By
  ---------------------------


                     (FORM OF CERTIFICATE OF AUTHENTICATION)

                          CERTIFICATE OF AUTHENTICATION

         This is one of the Debentures of the series of Debentures  described in
the within-mentioned Indenture.

THE BANK OF NEW YORK
as Trustee or as Authentication Agent

By
  ---------------------------
Authorized Signatory


                         (FORM OF REVERSE OF DEBENTURE)

         This Debenture is one of a duly authorized  series of Debentures of the
Company (herein  sometimes  referred to as the  "Debentures"),  specified in the
Indenture,  all issued or to be issued in one or more series  under and pursuant
to an Indenture dated as of __________, ____ 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"),  as supplemented by the First Supplemental Indenture dated as
of  __________,  ____ between the Company and the Trustee (said  Indenture as so
supplemented  being  hereinafter  referred  to as  the  "Indenture"),  to  which
Indenture and all indentures supplemental thereto reference is


<PAGE>

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  Debentures.  By the terms of the Indenture,  the Debentures 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 series of  Debentures  is
limited in aggregate  principal  amount as specified in said First  Supplemental
Indenture.

         Subject to the terms of Article  Three of the  Indenture,  the  Company
shall have the right to redeem  this  Debenture  at the  option of the  Company,
without  premium  or  penalty,  in  whole  or in  part at any  time on or  after
__________, ____ (an "Optional Redemption"), at a redemption price equal to 100%
of the principal amount plus any accrued but unpaid interest to the date of such
redemption (the "Optional  Redemption  Price").  Any redemption pursuant to this
paragraph  will be made upon not less than 30 nor more than 60 days' notice,  at
the Optional  Redemption Price. If the Debentures are only partially redeemed by
the Company pursuant to an Optional Redemption,  the Debentures will be redeemed
pro rata or by lot or by any other method utilized by the Trustee; provided that
if at the  time  of  redemption,  the  Debentures  are  registered  as a  Global
Debenture,  the Depository  shall determine by lot the principal  amount of such
Debentures held by each Debentureholder to be redeemed.

         In the  event of  redemption  of this  Debenture  in part  only,  a new
Debenture or Debentures of this series for the unredeemed portion hereof will be
issued in the name of the Holder hereof upon the cancellation hereof.

         In case an Event of Default,  as defined in the  Indenture,  shall have
occurred  and be  continuing,  the  principal  of all of the  Debentures  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  Debenture  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 Debentures 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  Debentures;  provided,
however, that no such supplemental indenture shall (i) extend the fixed maturity
of any  Debentures 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,  without the consent of the holder
of each  Debenture  so  affected  or (ii)  reduce the  aforesaid  percentage  of
Debentures,   the  holders  of  which  are  required  to  consent  to  any  such
supplemental  indenture,  without the  consent of the holders of each  Debenture
then outstanding and affected  thereby.  The Indenture also contains  provisions
permitting  the  Holders  of a majority  in  aggregate  principal  amount of the
Debentures of all series at the time outstanding  affected thereby, on behalf of
the Holders of the  Debentures 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


<PAGE>

default in the payment of the  principal  of or premium,  if any, or interest on
any of the  Debentures  of such  series.  Any  such  consent  or  waiver  by the
registered  Holder  of  this  Debenture  (unless  revoked  as  provided  in  the
Indenture)  shall be conclusive and binding upon such Holder and upon all future
Holders and owners of this  Debenture  and of any  Debenture  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 Debenture.

         No reference herein to the Indenture and no provision of this Debenture
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  Debenture  at the time and  place  and at the rate and in the
money herein prescribed.

         The  Company  shall  have the right at any time  during the term of the
Debentures,  from time to time to extend  the  interest  payment  period of such
Debentures for up to 20 consecutive  quarters (the  "Extended  Interest  Payment
Period"),  at the end of which period the Company  shall pay all  interest  then
accrued and unpaid (together with interest thereon  compounded  quarterly at the
rate specified for the Debentures to the extent that payment of such interest is
enforceable under applicable law);  provided that, during such Extended Interest
Payment  Period  the  Company  shall  not  declare  or pay any  dividend  on, or
purchase,  acquire or make a  liquidation  payment  with  respect to, any of its
capital stock, or make any guarantee payments with respect thereto. Prior to the
termination  of any such  Extended  Interest  Payment  Period,  the  Company may
further extend such Extended Interest Payment Period,  provided that such Period
together with all such previous and further  extensions thereof shall not exceed
20 consecutive quarters or extend beyond the maturity of the Debentures.  At the
termination of any such Extended Interest Payment Period and upon the payment of
all accrued and unpaid interest and any additional amounts then due, the Company
may select a new Extended Interest Payment Period.

         As provided in the Indenture and subject to certain limitations therein
set forth, this Debenture is transferable by the registered holder hereof on the
Debenture  Register  of the  Company,  upon  surrender  of  this  Debenture  for
registration of transfer at the office or agency of 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
Debentures  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
Debenture,  the  Company,  the  Trustee,  any  paying  agent  and any  Debenture
Registrar may deem and treat the registered  Holder hereof as the absolute owner
hereof (whether or not this Debenture shall be overdue and  notwithstanding  any
notice of  ownership or writing  hereon made by anyone other than the  Debenture
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
Debenture Registrar shall be affected by any notice to the contrary.

<PAGE>

         No  recourse  shall be had for the payment of the  principal  of or the
interest on this  Debenture,  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  Debentures of this series are issuable  only in  registered  form
without  coupons in  denominations  of $25 and any integral  multiple  thereof.]
[This Global  Debenture is  exchangeable  for Debentures in definitive form only
under certain limited  circumstances  set forth in the Indenture.  Debentures of
this series so issued 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  [herein  and] therein set forth,
Debentures  of this  series [so issued] are  exchangeable  for a like  aggregate
principal  amount  of  Debentures  of  this  series  of a  different  authorized
denomination, as requested by the Holder surrendering the same.

         All terms used in this  Debenture  which are  defined in the  Indenture
shall have the meanings assigned to them in the Indenture.

         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 Debenture and all rights thereunder, hereby

----------------------------------------------------------------
irrevocably constituting and appointing such person attorney to

----------------------------------------------------------------
transfer such Debenture on the books of the Issuer, with full

----------------------------------------------------------------
power of substitution in the premises.



Dated:
      -------------------------     ----------------------------


<PAGE>

NOTICE:           The signature to this assignment must correspond with the name
                  as  written  upon the face of the  within  Debenture  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").

                                  ARTICLE THREE

                      [PAYMENT OF TRUST COSTS AND EXPENSES]

                  [SECTION 1. In connection  with the issuance of the Securities
to the Trust,  and the loan of the  proceeds  of the  Preferred  Securities  and
Common  Securities to the Company,  the Company  hereby  covenants to pay to the
Trust,  and reimburse  the Trust for, the full amount of any costs,  expenses or
liabilities of the Trust (other than obligations of the Trust to pay the Holders
of any Preferred Securities or Common Securities) including, without limitation,
any taxes,  duties or other governmental  charges of whatever nature (other than
withholding  taxes)  imposed  on the Trust by the  United  States or any  taxing
authority.  Such  payment  obligation  includes  any  such  costs,  expenses  or
liabilities  of the Trust that are required by applicable law to be satisfied in
connection  with a termination of the Trust.  The  obligations of the Company to
pay all debts,  obligations,  costs and  expenses of the Trust  (other than with
respect  to  amounts  owing  under  the  Common  Securities  and  the  Preferred
Securities) shall survive the satisfaction and discharge of the Indenture.]

                                  ARTICLE FOUR

                            MISCELLANEOUS PROVISIONS

                  SECTION 1. This  Supplemental  Indenture No. 1 is a supplement
to the Original Indenture. As supplemented by this Supplemental Indenture No. 1,
the  Indenture is in all respects  ratified,  approved  and  confirmed,  and the
Original  Indenture  and  this  Supplemental  Indenture  No.  1  shall  together
constitute one and the same instrument.

                  SECTION  2.  The  recitals   contained  in  this  Supplemental
Indenture No. 1 shall be taken as the  statements of the Company and the Trustee
assumes no responsibility  for their correctness and makes no representations as
to the validity or sufficiency of this Supplemental Indenture No. 1.

                  SECTION 3. This  instrument  may be  executed in any number of
counterparts,  each of which so executed shall be deemed to be an original,  but
all such counterparts shall together constitute but one and the same instrument.


<PAGE>



                  IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this
Supplemental Indenture No. 1 to be duly executed, and their respective corporate
seals to be  hereunto  affixed  and  attested,  all as of the day and year first
written above.

                                           AMERICAN ELECTRIC POWER COMPANY, INC.


                                           By:
                                           Name:
                                           Title:


[SEAL]

ATTEST:

                                           THE BANK OF NEW YORK,
                                           as Trustee

                                           By:
                                           Name:
                                           Title:


[SEAL]

ATTEST:




                                       10
<PAGE>

                                   ARTICLE ONE

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 101.             DEFINITIONS.

                  For  all  purposes  of this  Indenture,  except  as  otherwise
expressly provided or unless the context otherwise requires:

                           (a)      the terms  defined in this Article  have the
                  meanings assigned to them in this Article and include the
                  plural as well as the singular;

                           (b) all terms used  herein  which are  defined in the
                  Trust Indenture Act, either directly or by reference  therein,
                  have the meanings assigned to them therein;

                           (c) all accounting terms not otherwise defined herein
                  have  the  meanings   assigned  to  them  in  accordance  with
                  generally accepted accounting  principles in the United States
                  of  America,   and,  except  as  otherwise   herein  expressly
                  provided,  the term "generally accepted accounting principles"
                  with  respect  to  any   computation   required  or  permitted
                  hereunder  shall  mean  such  accounting   principles  as  are
                  generally accepted in the United States of America at the date
                  of such computation;

                           (d)    any  reference to an "Article"  or a "Section"
                  refers to an Article or a Section, as the case may be, of this
                  Indenture; and

                           (e) the words "herein",  "hereof" and "hereunder" and
                  other words of similar  import  refer to this  Indenture  as a
                  whole  and not to any  particular  Article,  Section  or other
                  subdivision.

                  Certain terms,  used  principally in Article Nine, are defined
in that Article.

                  "ACT", when used with respect to any Holder of a Security, has
the meaning specified in Section 104.

                  ["ADDITIONAL  INTEREST"  has the meaning  specified in Section
313.]

                  "AFFILIATE"  of any  specified  Person  means any other Person
directly or indirectly  controlling or controlled by or under direct or indirect
common control with such specified Person.  For the purposes of this definition,
"CONTROL"  when used with  respect to any  specified  Person  means the power to
direct  generally  the  management  and  policies  of such  Person,  directly or
indirectly,  whether through the ownership of voting securities,  by contract or
otherwise;   and  the  terms   "CONTROLLING"   and  "CONTROLLED"  have  meanings
correlative to the foregoing.

                  "AUTHENTICATING  AGENT" means any Person or Persons authorized
by the Trustee to act on behalf of the Trustee to authenticate the Securities of
one or more series.

                  "AUTHORIZED  OFFICER"  means the  Chairman  of the Board,  the
President,  any  Vice  President,  the  Treasurer,  or  any  other  Person  duly
authorized by the Company,  as the case  requires,  to act in respect of matters
relating to this Indenture.

                  "BOARD OF  DIRECTORS"  means  either the board of directors of
the  Company,  as the  case  requires,  or any  committee  of  that  board  duly
authorized to act in respect of matters relating to this Indenture.

                   "BOARD RESOLUTION" means a copy of a resolution  certified by
the Secretary or an Assistant Secretary of the Company, as the case requires, to
have been duly adopted by the Board of  Directors  of the  Company,  as the case
requires,  and to be in full force and effect on the date of such certification,
and delivered to the Trustee.


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