exhibit4b.htm


    Exhibit
4(b)

    


    


    AMERICAN
ELECTRIC POWER COMPANY, INC.

    


    


    AND

    


    


    THE BANK
OF NEW YORK,

    as
Trustee

    


    


    -----------------------

    


    


    


    ________
SUPPLEMENTAL INDENTURE

    


    Dated as
of _______________

    


    


    TO

    


    


    INDENTURE

    


    


    Dated as
of May 1, 2001

    


    


    ____%
Senior Notes, Series __ due ___________

    


    


    -----------------------

    


    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


    


    


    


    ______ SUPPLEMENTAL INDENTURE, dated as
of the 1st day of _____, ____ (this "______ Supplemental Indenture"), between
AMERICAN ELECTRIC POWER COMPANY, INC., a corporation duly organized and existing
under the laws of the State of New York (hereinafter sometimes referred to as
the "Company"), and THE BANK OF NEW YORK, a New York banking corporation, as
trustee (hereinafter sometimes referred to as the "Trustee") under the Indenture
dated as of May 1, 2001 between the Company and the Trustee (the "Original
Indenture").  The Original Indenture, as supplemented by this ____
Supplemental Indenture, is hereinafter referred to as the
"Indenture".

    


    WHEREAS, the Company has executed and
delivered the Original Indenture to the Trustee to provide for the issuance of
unsecured promissory notes or other evidences of indebtedness (the "Securities")
in an unlimited aggregate principal amount, said Notes to be issued from time to
time in one or more series as provided in the Indenture; and

    


    WHEREAS, pursuant to the terms of the
Original Indenture, the Company desires to provide for the establishment of a
new series of its Securities (said series being hereinafter referred to as the
"Series __ Notes"), the form and substance of such Series __ Notes and the
terms, provisions and conditions thereof to be set forth as provided in the
Original Indenture and this ______ Supplemental Indenture; and

    


    WHEREAS, the Company desires and has
requested the Trustee to join with it in the execution and delivery of this
______ Supplemental Indenture, and all requirements necessary to make this
______ Supplemental Indenture a valid instrument, in accordance with its terms,
and to make the Series __ Notes, when executed by the Company and authenticated
and delivered by the Trustee, the valid obligations of the Company, have been
performed and fulfilled, and the execution and delivery hereof have been in all
respects duly authorized;

    


    NOW THEREFORE, in consideration of the
purchase and acceptance of the Series __ Notes by the holders thereof, and for
the purpose of setting forth, as provided in the Original Indenture, the form
and substance of the Series __ Notes and the terms, provisions and conditions
thereof, the Company covenants and agrees with the Trustee as
follows:

    


    ARTICLE
ONE

    GENERAL
TERMS AND CONDITIONS OF

    THE
SERIES __ NOTES

    


    SECTION
1.01.       There shall be and is hereby
authorized a series of Securities designated the "_____% Senior Notes, Series __
due ___________, in the initial aggregate principal amount of
$___________________, which amount shall be as set forth in the Company Order
for the authentication and delivery of the Series __ Notes pursuant to Section
2.04 of the Original Indenture.  The Series __ Notes shall mature and
the principal shall be due and payable together with all accrued and unpaid
interest thereon on ___________, and shall be issued in the form of registered
Series __ Notes without coupons.

    


    SECTION
1.02.       The Series __ Notes shall be
issued initially in the form of a Global Note or Notes in an aggregate principal
amount equal to all outstanding Series __ Notes, to be registered in the name of
the Depository, or its nominee, and held by the Trustee, as custodian for the
Depository.  The Company shall execute a Global Note or Notes in such
aggregate principal amount and deliver the same to the Trustee for
authentication and delivery as hereinabove and in the Original Indenture
provided.  Payments of principal of (and premium, if any) and interest
on the Series __ Notes represented by a Global Note will be made to the
Depository.  The Depository for the Series __ Notes shall be The
Depository Trust Company, New York, New York.

    


    SECTION
1.03.       (a)  If, pursuant to
the provisions of Section 2.11(c) of the Original Indenture, the Series __ Notes
are issued in certificated form, principal, premium, if any, and interest on the
Series __ Notes will be payable, the transfer of such Series __ Notes will be
registrable and such Series __ Notes will be exchangeable for Series __ Notes
bearing identical terms and provisions at the office or agency of the Company
only upon surrender of such certificated Series __ Note and such other documents
as required by the Indenture.

    


    (b)       Subject
to any terms of the Series __ Notes issued as Global Notes, payment of the
principal of (and premium, if any) and interest on the Series __ Notes will be
made at the office or agency of the Company maintained for that purpose in the
Borough of Manhattan, the City and State of New York, in such coin or currency
of the United States of America as at the time of payment is legal tender for
the payment of public and private debts and in immediately available funds;
provided, however, that at the option of the Company payment of interest may be
made by wire transfer of immediately available funds to an account of the Person
entitled thereto as such account shall be provided to the Security Registrar at
least 10 days prior to the relevant payment date or by check in New York
Clearinghouse Funds mailed to the address of the person entitled thereto as such
address shall appear in the Security Register; provided, further, for so long as the Series
__ Notes are listed on the Luxembourg Stock Exchange, payment may be made in
Luxembourg, initially at the corporate trust office of Kredietbank S.A.,
Luxembourgoise, as Luxembourg paying agent.

    


    SECTION
1.04.       Each Series __ Note shall bear
interest at the rate of _____% per annum from the original date of issuance
until the principal thereof becomes due and payable, and on any overdue
principal 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, payable semi-annually in arrears on each May 15 and November 15 (each, an
"Interest Payment Date"), commencing on November 15, _____.  Interest
(other than interest payable on redemption or maturity) shall be payable to the
person in whose name such Series __ Note or any predecessor Series __ Note is
registered at the close of business on the regular record date for such interest
installment.  The regular record date for such interest installment
shall be the close of business on the May 1 or November 1 (whether or not a
Business Day) next preceding the 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
the Series __ Note (or one or more Predecessor Securities) 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 the Series __ Notes 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
Series __ Notes may be listed, and upon such notice as may be required by such
exchange, all as more fully provided in Section 2.03 of the Original
Indenture.

    


    The amount of interest payable for any
period will be computed on the basis of a 360-day year of twelve 30-day
months.  In the event that any date on which the Series __ Notes
mature or are redeemed, or date on which payment is scheduled to be made
pursuant to a redemption or any interest payment date, 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.

    


    SECTION
1.05.       The Series __ Notes shall be
unsecured and unsubordinated obligations of the Company ranking pari passu with all other
unsecured and unsubordinated indebtedness of the Company.

    


    SECTION
1.06.       The Series __ Notes shall not be
subject to any sinking fund provision.

    


    SECTION
1.07.       The Company shall be subject to
the provisions described under "Restrictive Covenants" in the form of the
Security attached as Exhibit A.

     

    ARTICLE
TWO

    REDEMPTION
OF THE SERIES __ NOTES

    


    SECTION
2.01.       (a)  The Company shall
have the right to redeem the Series __ Notes as set forth under "Redemption –
Optional Redemption" in the form of Security attached as Exhibit A
hereto.

    


    (b)           The
Company shall have the right to redeem the Series __ Notes as set forth under
"Redemption – Redemption For Tax Reasons" in the form of Security attached as
Exhibit A hereto.

    


    (c)           Any
redemption pursuant to this Section will be made upon not less than 30 nor more
than 60 days' notice.  If the Series __ Notes are only partially
redeemed pursuant to Section 2.01(a), the Notes will be redeemed by lot or in
such other manner as the Trustee shall deem fair and appropriate in its
discretion; provided, that if at the time of redemption, the Series __ Notes are
represented by a Global Note, the Depository shall determine by lot the
principal amount of such Series __ Notes held by each Series __ Noteholder to be
redeemed.

     

    ARTICLE
THREE

    FORM OF
SERIES __ NOTE

    


    SECTION
3.01.       (a)  The Series __
Notes and the Trustee's Certificate of Authentication to be endorsed thereon are
to be substantially in the form of Exhibit A hereto.

    


    (b)           The
terms and provisions of the Series __ Notes as set forth in Exhibit A are hereby
incorporated in and expressly made part of this ______ Supplemental
Indenture.

    


    ARTICLE
FOUR

    MISCELLANEOUS
PROVISIONS

    


    SECTION
4.01.       Except as otherwise expressly
provided in this ______ Supplemental Indenture or in the form of Series __ Note
or otherwise clearly required by the context hereof or thereof, all terms used
herein or in said form of Series __ Note that are defined in the Original
Indenture shall have the several meanings respectively assigned to them
thereby.

    


    SECTION
4.02.       The Original Indenture, as
supplemented by this ______ Supplemental Indenture, is in all respects ratified
and confirmed, and this ______ Supplemental Indenture shall be deemed part of
the Indenture in the manner and to the extent herein and therein
provided.

    


    SECTION
4.03.       The recitals herein contained are
made by the Company and not by the Trustee, and the Trustee assumes no
responsibility for the correctness thereof.  The Trustee makes no
representation as to the validity or sufficiency of this ______ Supplemental
Indenture.

    


    SECTION
4.04.       This ______ Supplemental
Indenture may be executed in any number of counterparts each of which shall be
an original; but such counterparts shall together constitute but one and the
same instrument.

    


    SECTION
4.05.       The Bank of New York is hereby
appointed the Paying Agent, authenticating agent and Security Registrar in the
United States for the Series __ Notes.  In addition, so long as the
Series __ Notes are listed on the Luxembourg Stock Exchange, the Company will
maintain a paying agent and transfer agent in Luxembourg.  The
Company's initial paying agent and transfer agent in Luxembourg shall be
Kredietbank S.A., Luxembourgoise, currently located at 43 Boulevard Royal,
L-2955 Luxembourg.

    


    IN WITNESS WHEREOF, the parties hereto
have caused this ______ Supplemental Indenture to be duly executed, and their
respective corporate seals to be hereunto affixed and attested, on the date or
dates indicated in the acknowledgments and as of the day and year first above
written.

    


    AMERICAN ELECTRIC POWER COMPANY,
INC.

    


    


    By:  __________________________

    Assistant Treasurer

    


    


    


    THE BANK OF NEW YORK,

    as Trustee

    


    


    By:  __________________________

    Vice President

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Exhibit
A

    


    


    Unless
this certificate is presented by an authorized representative of The Depository
Trust Company (55 Water Street, New York, New York) to the issuer or its agent
for registration of transfer, exchange or payment, and any certificate to be
issued is registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of The Depository Trust Company and
any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the
registered owner hereof, Cede & Co., has an interest
herein.  Except as otherwise provided in Section 2.11 of the
Indenture, this Security may be transferred, in whole but not in part, only to
another nominee of the Depository or to a successor Depository or to a nominee
of such successor Depository.

    


    No.   R1

    


    AMERICAN
ELECTRIC POWER COMPANY, INC.

    $______________
_____% Senior Notes, Series __ due ___________

    


    


    CUSIP:  ______________                                                                                                Original
Issue Date:  ________

    


    Stated
Maturity:  ___________                                                                           Interest
Rate:  _____%

    


    Principal
Amount:  $____________

     

    


     

    
      	Redeemable:  	Yes [ 
    ]	No [ 
    ]
	In
      Whole:   	Yes
      [  ]	No [ 
    ]
	In
      Part:  	Yes [ 
    ]	No [ 
    ]


    

     

    


    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 CEDE & CO. or registered assigns, the Principal
Amount specified above on the Stated Maturity specified above, and to pay
interest on said Principal Amount from the Original Issue Date specified above
or from the most recent interest payment date (each such date, an "Interest
Payment Date") to which interest has been paid or duly provided for,
semi-annually in arrears on May 15 and November 15 in each year, commencing
_____________, 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 May 1 or November 1, as the case may be,
immediately preceding such Interest Payment Date, provided that interest payable
on the Stated Maturity or any redemption date shall be paid to the Person to
whom principal is paid.  Any such interest not so punctually paid or
duly provided for shall forthwith cease to be payable to the Holder on such
regular record date and shall be paid as provided in said
Indenture.

     

    If any Interest Payment Date, any
redemption date or Stated Maturity is not a Business Day, then payment of the
amounts due on this Note on such date will be made on the next succeeding
Business Day, and no interest shall accrue on such amounts for the period from
and after such Interest Payment Date, redemption date or Stated Maturity, as the
case may be, with the same force and effect as if made on such
date.

    


    This Note is one of a duly authorized
series of Securities 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 May 1,  2001
duly executed and delivered between the Company and The Bank of New York, a
corporation organized and existing under the laws of the State of New York, as
trustee (herein referred to as the "Trustee") (such Indenture, as originally
executed and delivered and as thereafter supplemented and amended being
hereinafter referred to as the "Indenture"), to which Indenture and all
indentures supplemental thereto or Company Orders reference is hereby made for a
description of the rights, limitations of rights, obligations, duties and
immunities thereunder of the Trustee, the Company and the holders of the
Notes.  By the terms of the Indenture, the Securities 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.

    


    Restrictive
Covenants

    


    Limitation
upon Liens of Certain Subsidiaries

    


    For so
long as any Securities of this series remain outstanding, the Company will not
create or incur or allow any of its subsidiaries to create or incur any pledge
or security interest on any of the capital stock of a Public Utility Subsidiary
held by the Company or one of its subsidiaries or a Significant
Subsidiary.

    


    For
purposes of this covenant:

    


    (i)           Public
Utility Subsidiary means, at any particular time, a direct or indirect
subsidiary of the Company that, as a substantial part of its business,
distributes or transmits electric energy to retail or wholesale customers at
rates or tariffs that are regulated by either a state or Federal regulatory
authority.

     

                                  
(ii) Significant
Subsidiary means, at any particular time, any direct subsidiary of ours whose
consolidated gross assets or consolidated gross revenues (having regard to the
Company's direct beneficial interest in the shares, or the like, of that
subsidiary) represent at least 25% of the Company's consolidated gross assets or
consolidated gross revenues appearing in the most recent audited financial
statements of the Company as of the date of determination.

    


    Limitation
upon Mergers, Consolidations and Sale of Assets

    


    The
provisions of Article Ten of the Indenture shall be applicable to the Securities
of this series.

    


    Redemption

    


    Optional
Redemption

    


    This Note
may be redeemed by the Company at its option, in whole at any time or in part
from time to time, upon not less than thirty but not more than sixty days'
previous notice given by mail to the registered owners of the Note at a
redemption price equal to the greater of (i) 100% of the principal amount of the
Note being redeemed and (ii) the sum of the present values of the remaining
scheduled payments of principal and interest on the Note being redeemed
(excluding the portion of any such interest accrued to the date of redemption)
discounted (for purposes of determining present value) to the redemption date on
a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months)
at the Treasury Rate (as defined below) plus __ basis points, plus, in each
case, accrued interest thereon to the date of redemption.

    


    "Treasury
Rate" means, with respect to any redemption date, the rate per annum equal to
the semi-annual equivalent yield to maturity or interpolated (on a day count
basis) of the Comparable Treasury Issue, assuming a price for the Comparable
Treasury Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such redemption date.

    


    "Comparable
Treasury Issue" means the United States Treasury security selected by an
Independent Investment Banker as having an actual or
interpolated  maturity comparable to the remaining term of the Notes
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 a comparable maturity to the remaining term of the
Notes.

    


    "Comparable
Treasury Price" means, with respect to any redemption date, (i) the average of
the Reference Treasury Dealer Quotations for such redemption date, after
excluding the highest and lowest such Reference Treasury Dealer Quotation or
(ii) if the Trustee obtains fewer than four such Treasury Dealer Quotations, the
average of all such quotations.

    


    "Independent
Investment Banker" means one of the Reference Treasury Dealers appointed by the
Trustee after consultation with the Company.

    


    "Reference
Treasury Dealer" means each of Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Credit Suisse First Boston Corporation and UBS Warburg LLC or
their affiliates which are primary U.S. Government securities dealers, and their
respective successors and two other primary U.S. Government securities dealers
selected by the Trustee; provided, however, that if any of the foregoing or
their affiliates shall cease to be a primary U.S. Government securities dealer
in The City of New York (a "Primary Treasury Dealer"), another Primary Treasury
Dealer shall be substituted by the Company.

    


    "Reference
Treasury Dealer Quotation" means, with respect to each Reference Treasury Dealer
and any redemption date for the Notes, the average, as determined by the
Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 3:30 p.m. New York
time on the third Business Day preceding such redemption date.

    


    The Company shall not be required to
(i) issue, exchange or register the transfer of any Notes during a period
beginning at the opening of business 15 days before the day of the mailing of a
notice of redemption of less than all the outstanding Notes and ending at the
close of business on the day of such mailing, nor (ii) register the transfer of
or exchange of any Notes 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.

    


    Redemption
for Tax Reasons

    


    If, as a
result of any change in, or amendment to, the laws (or any regulations or
rulings promulgated thereunder) of the United States (or any political
subdivision or taxing authority thereof or therein), or any change in, or
amendments to, an official position regarding the application or interpretation
of such laws, regulations or rulings, which change or amendment is announced or
becomes effective on or after the date of the original issuance of the
Securities of this series, the Company becomes or, based upon a written opinion
of independent counsel selected by the Company, will become obligated to pay
Additional Amounts as described below with respect to Securities of this series,
the Company may, at its option, redeem, as a whole, but not in part, the
Securities of this series on not less than 30 nor more than 60 days' prior
notice, at a redemption price equal to 100% of their principal amount together
with interest accrued but unpaid thereon to the date fixed for
redemption.

    


    Payment
of Additional Amounts

    


    The
Company will, subject to the limitations set forth below, pay as additional
interest on the Securities of this series, such additional amounts as are
necessary in order that the net payment by the Company or the paying agent of
the principal of and interest on the Securities of this series to a Holder who
is a Non-U.S. Holder, after deduction for any present or future tax, assessment
or other governmental charge of the United States or a political subdivision or
taxing authority thereof or therein, imposed by withholding with respect to the
payment, will not be less than the amount provided in the Securities of this
series to be then due and payable ("Additional Amounts"); provided, however,
that the foregoing obligation to pay Additional Amounts shall not
apply:

    


    (i)           to
any tax, assessment or other governmental charge that is imposed or withheld
solely by reason of the Holder, or a fiduciary, settlor, beneficiary, member or
shareholder of the Holder if the Holder is an estate, trust, partnership or
corporation, or a person holding a power over an estate or trust administered by
a fiduciary holder, being considered as:

    


    (A)           being
or having been present or engaged in trade or business in the United States or
having had a permanent establishment in the United States;

    


    (B)           having
a current or former relationship with the United States, including a
relationship as a citizen or resident thereof;

    


    (C)           being
or having been a foreign or domestic personal holding company, a passive foreign
investment company or a controlled foreign corporation with respect to the
United States or a corporation that has accumulated earnings to avoid United
States federal income tax;

    


    (D)           being
or having been a "10-percent shareholder" of the Company as defined in Section
871(h)(3) of the United States Internal Revenue Code of 1986, as amended, or any
successor provision; or

    


    (E)           being
a bank receiving payments on an extension of credit made pursuant to a loan
agreement entered into in the ordinary course of its trade or
business;

    


    (ii)           to
any holder that is not the sole beneficial owner of the Securities of this
series, or a portion thereof, or that is a fiduciary or partnership, but only to
the extent that a beneficiary or settlor with respect to the fiduciary, a
beneficial owner or member of the partnership would not have been entitled to
the payment of an additional amount had the beneficiary, settlor, beneficial
owner or member received directly its beneficial or distributive share of the
payment;

    


    (iii)           to
any tax, assessment or other governmental charge that is imposed or withheld by
reason of the failure of the holder or any other person to comply with
certification, identification or information reporting requirements concerning
the nationality, residence, identity or connection with the United States, or
otherwise with respect to the status, of the Holder or beneficial owner of the
Securities of this series (or any beneficiary, settlor, beneficial owner or
member thereof), if compliance is required by statute, by regulation of the
United States Treasury Department or by an applicable income tax treaty to which
the United States is a party, or by any official interpretation or ruling
promulgated pursuant to any of the foregoing, as a precondition to exemption
from such tax, assessment or other governmental charge;

    


    (iv)           to
any tax, assessment or other governmental charge that is imposed otherwise than
by withholding by the Company or the paying agent from the payment;

    


    (v)           to
any tax, assessment or other governmental charge that is imposed or withheld
solely by reason of a change in law, regulation, or administrative or judicial
interpretation that becomes effective more than 30 days after the payment
becomes due or is duly provided for, whichever occurs later;

    


    (vi)           to
any estate, inheritance, gift, sales, excise, transfer, wealth or personal
property tax or similar tax, assessment or other governmental
charge;

    


    (vii)           to
any tax, assessment or other governmental charge required to be withheld by any
paying agent from any payment of principal of or interest on any Securities of
this series, if such payment can be made without such withholding by any other
paying agent; or

    


    (viii)                      in
the case of any combination of items (i), (ii), (iii), (iv), (v), (vi) or
(vii).

     

    The
Securities of this Series __re subject in all cases to any tax, fiscal or other
law or regulation or administrative or judicial interpretation applicable
thereto.  Except as specifically provided by the provisions of this
Security, the Company shall not be required to make any payment with respect to
any tax, assessment or other governmental charge imposed by any government or a
political subdivision or taxing authority thereof or therein.

    


    In
particular, the Company will not pay any Additional Amounts on any Securities of
this series:

    


    (i)           where
withholding or deduction is imposed on a payment to an individual and is
required to be made pursuant to any European Union Directive on the taxation of
savings implementing the conclusions of the ECOFIN Council meeting of November
26 and 27, 2000 or any law implementing or complying with, or introduced in
order to conform to, that Directive, or

    


    (ii)           presented
for payment by or on behalf of a beneficial owner who would have been able to
avoid the withholding or deduction by presenting the relevant Series __ Note to
another paying agent in a member state or the European Union.

    


    As
discussed above, "U.S. Holder" means a beneficial holder of the Securities of
this series that is (i) a citizen or resident of the United States, (ii) a
corporation or partnership created or organized in or under the laws of the
United States or any political subdivision thereof, (iii) an estate the income
of which is subject to United States federal income taxation regardless of its
source, or (iv) a trust that (a) is subject to the supervision of a court within
the United States and the control of one or more United States persons as
described in section 7701(a)(30) of the Internal Revenue Code of 1986, as
amended, or (b) has a valid election in effect under applicable U.S. Treasury
regulations to be treated as a United States person.

    


    "Non-U.S.
Holder" means a holder of Securities of this series that is not a U.S.
Holder.

    


    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 Securities of all
Series __ffected by such supplemental indenture or indentures at the time
outstanding voting as one class, 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 Securities; provided, however, that no such supplemental indenture shall
(i) extend the fixed maturity of any Securities 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 Security then
outstanding and affected; (ii) reduce the aforesaid percentage of Securities,
the holders of which are required to consent to any such supplemental indenture,
or reduce the percentage of Securities, the holders of which are required to
waive any default and its consequences, without the consent of the holder of
each Security 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 Securities), without the consent of the
holder of each Security then outstanding and affected thereby.  The
Indenture also contains provisions permitting the Holders of a majority in
aggregate principal amount of the Securities of any Series __t the time
outstanding affected thereby, on behalf of the Holders of the Securities 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 Security 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 Security 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 Security 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 Security 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 __re issuable
only in registered form without coupons in denominations of $1,000 and any
integral multiple thereof.  As provided in the Indenture and subject
to certain limitations, Notes of this Series __re exchangeable for a like
aggregate principal amount of Notes of this series of a different authorized
denomination, as requested by the Holder surrendering the same.

    


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

    


    This Note shall not be entitled to any
benefit under the Indenture hereinafter referred to, be valid or become
obligatory for any purpose until the Certificate of Authentication hereon shall
have been signed by or on behalf of the Trustee.

    


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

    


    


    AMERICAN ELECTRIC POWER COMPANY,
INC.

    


    


    By:___________________________

    Assistant Treasurer

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    CERTIFICATE OF
AUTHENTICATION

    


    This is one of the Notes of the series
of Securities designated in accordance with, and referred to in, the
within-mentioned Indenture.

    


    Dated:  _______,
_____

    


    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").