exhibit4e.htm


    Exhibit
4(e)

    


    


    


    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 $___________

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    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 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]

     

    ARTICLETWO

     

    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
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 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.

    


    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 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 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.

    


    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:
______________________                                                                                     ____________________________

    


    


    


    
      	
              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.

     

    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: