exhibit4g.htm


    
      Exhibit
4(g)


       

      


    

    AMERICAN
ELECTRIC POWER COMPANY, INC.

     

    ________________________________,

    as
Collateral Agent and Securities Intermediary

     

    and

     

    ______________________________,

    as
Purchase Contract Agent

     

    _______________________________

     

    PLEDGE
AGREEMENT

    _______________________________

     

    Dated as
of ___________

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    TABLE
OF CONTENTS

     

     

    
      
        	
                SECTION
      1.

              	
                Definitions.

              	
                1

              
	
                SECTION
      2.

              	
                Pledge;
      Control.

              	
                4

              
	 
      	
                SECTION
      2.1

              	
                The
      Pledge.

              	
                4

              
	 
      	
                SECTION
      2.2

              	
                Control;
      Financing Statement.

              	
                4

              
	 
      	
                SECTION
      2.3

              	
                Termination.

              	
                5

              
	
                SECTION
      3.

              	
                Distributions
      on Pledged Collateral.

              	
                5

              
	 
      	
                SECTION
      3.1

              	
                Income
      Distributions.

              	
                5

              
	 
      	
                SECTION
      3.2

              	
                Principal
      Payments Following Termination Event.

              	
                5

              
	 
      	
                SECTION
      3.3

              	
                Principal
      Payments Prior To or On Purchase Contract Settlement Date.

              	
                5

              
	 
      	
                SECTION
      3.4

              	
                Payments
      to Purchase Contract Agent.

              	
                6

              
	 
      	
                SECTION
      3.5

              	
                Assets
      Not Properly Released.

              	
                6

              
	
                SECTION
      4.

              	
                Control.

              	
                6

              
	 
      	
                SECTION
      4.1

              	
                Establishment
      of Collateral Account.

              	
                6

              
	 
      	
                SECTION
      4.2

              	
                Treatment
      as Financial Assets.

              	
                6

              
	 
      	
                SECTION
      4.3

              	
                Sole
      Control by Collateral Agent.

              	
                6

              
	 
      	
                SECTION
      4.4

              	
                Securities
      Intermediary's Location.

              	
                7

              
	 
      	
                SECTION
      4.5

              	
                No
      Other Claims.

              	
                7

              
	 
      	
                SECTION
      4.6

              	
                Investment
      and Release.

              	
                7

              
	 
      	
                SECTION
      4.7

              	
                Statements
      and Confirmations.

              	
                7

              
	 
      	
                SECTION
      4.8

              	
                Tax
      Allocations.

              	
                7

              
	 
      	
                SECTION
      4.9

              	
                No
      Other Agreements.

              	
                7

              
	 
      	
                SECTION
      4.10

              	
                Powers
      Coupled With An Interest.

              	
                7

              
	
                SECTION
      5.

              	
                Initial
      Deposit; Establishment of Treasury SPC Units and Reestablishment of SPC
      Units.

              	
                8

              
	 
      	
                SECTION
      5.1

              	
                Initial
      Deposit of [Preferred Securities] [Notes].

              	
                8

              
	 
      	
                SECTION
      5.2

              	
                Establishment
      of Treasury SPC Units.

              	
                8

              
	 
      	
                SECTION
      5.3

              	
                Reestablishment
      of SPC Units.

              	
                9

              
	 
      	
                SECTION
      5.4

              	
                Termination
      Event.

              	
                10

              
	 
      	
                SECTION
      5.5

              	
                Cash
      Settlement.

              	
                11

              
	 
      	
                SECTION
      5.6

              	
                Early
      Settlement.

              	
                12

              
	 
      	
                SECTION
      5.7

              	
                Application
      of Proceeds Settlement.

              	
                12

              
	 
      	
                [SECTION
      5.8

              	
                Tax
      Event Redemption.

              	
                13

              
	
                SECTION
      6.

              	
                Voting
      Rights.

              	
                13

              
	
                SECTION
      7.

              	
                Rights
      and Remedies.

              	
                14

              
	 
      	
                SECTION
      7.1

              	
                Rights
      and Remedies of the Collateral Agent.

              	
                14

              
	 
      	
                SECTION
      7.2

              	
                [Substitution
      of Notes.

              	
                15

              
	 
      	
                SECTION
      7.3

              	
                [Tax
      Event Redemption.

              	
                15

              
	 
      	
                SECTION
      7.4

              	
                Substitutions.

              	
                15

              
	
                SECTION
      8.

              	
                Representations
      and Warranties; Covenants.

              	
                15

              
	 
      	
                SECTION
      8.1

              	
                Representations
      and Warranties.

              	
                15

              
	 
      	
                SECTION
      8.2

              	
                Covenants.

              	
                16

              
	
                SECTION
      9.

              	
                The
      Collateral Agent and the Securities Intermediary.

              	
                16

              
	 
      	
                SECTION
      9.1

              	
                Appointment,
      Powers and Immunities.

              	
                16

              
	 
      	
                SECTION
      9.2

              	
                Instructions
      of the Company.

              	
                17

              
	 
      	
                SECTION
      9.3

              	
                Reliance
      by Collateral Agent and Securities Intermediary.

              	
                17

              
	 
      	
                SECTION
      9.4

              	
                Rights
      in Other Capacities.

              	
                17

              
	 
      	
                SECTION
      9.5

              	
                Non-Reliance
      on Collateral Agent and Securities Intermediary.

              	
                17

              
	 
      	
                SECTION
      9.6

              	
                Compensation
      and Indemnity.

              	
                18

              
	 
      	
                SECTION
      9.7

              	
                Failure
      to Act.

              	
                18

              
	 
      	
                SECTION
      9.8

              	
                Resignation
      of Collateral Agent and Securities Intermediary.

              	
                19

              
	 
      	
                SECTION
      9.9

              	
                Right
      to Appoint Agent or Advisor.

              	
                20

              
	 
      	
                SECTION
      9.10

              	
                Survival.

              	
                20

              
	 
      	
                SECTION
      9.11

              	
                Exculpation.

              	
                20

              
	
                SECTION
      10.

              	
                Amendment.

              	
                20

              
	 
      	
                SECTION
      10.1

              	
                Amendment
      Without Consent of Holders.

              	
                20

              
	 
      	
                SECTION
      10.2

              	
                Amendment
      With Consent of Holders.

              	
                21

              
	 
      	
                SECTION
      10.3

              	
                Execution
      of Amendments.

              	
                21

              
	 
      	
                SECTION
      10.4

              	
                Effect
      of Amendments.

              	
                21

              
	 
      	
                SECTION
      10.5

              	
                Reference
      to Amendments.

              	
                21

              
	
                SECTION
      11.

              	
                Miscellaneous.

              	
                22

              
	 
      	
                SECTION
      11.1

              	
                No
      Waiver.

              	
                22

              
	 
      	
                SECTION
      11.2

              	
                Governing
      Law.

              	
                22

              
	 
      	
                SECTION
      11.3

              	
                Notices.

              	
                22

              
	 
      	
                SECTION
      11.4

              	
                Successors
      and Assigns.

              	
                22

              
	 
      	
                SECTION
      11.5

              	
                Counterparts.

              	
                22

              
	 
      	
                SECTION
      11.6

              	
                Severability.

              	
                23

              
	 
      	
                SECTION
      11.7

              	
                Expenses,
      etc.

              	
                23

              
	 
      	
                SECTION
      11.8

              	
                Security
      Interest Absolute.

              	
                23

              
	 
      	
                SECTION
      11.9

              	
                Notice
      of a Tax Event, Tax Event Redemption and Termination Event

              	
                23

              


      

    

     

    
      	
              EXHIBIT
      A

            	
              Instruction
      from Purchase Contract Agent to Collateral Agent (Establishment of
      Treasury SPC Units)

            


    

    
      	
              EXHIBIT
      B

            	
              Instruction
      from Collateral Agent to Securities Intermediary (Establishment of
      Treasury SPC Units)

            


    

    
      	
              EXHIBIT
      C

            	
              Instruction
      from Purchase Contract Agent to Collateral Agent (Reestablishment of SPC
      Units)

            


    

    
      	
              EXHIBIT
      D

            	
              Instruction
      from Collateral Agent to Securities Intermediary (Reestablishment of SPC
      Units)

            


    

    
      	
              EXHIBIT
      E

            	
              Notice
      of Cash Settlement from the Securities Intermediary to the Purchase
      Contract Agent

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    PLEDGE
AGREEMENT

     

    PLEDGE AGREEMENT, dated as
of  ___________________________, among AMERICAN ELECTRIC POWER COMPANY,
INC.,  a New
York corporation (the "Company"),, as collateral agent (in such capacity,
together with its successors in such capacity, the "Collateral Agent"), and as a
"securities intermediary" within the meaning of Section 8-102(a)(14) of the UCC
(as defined herein) with respect to the Collateral Account (in such capacity,
together with its successors in such capacity, the "Securities Intermediary"),
and ______________________________, a New York banking corporation, as purchase
contract agent and as attorney-in-fact of the Holders from time to time of the
Securities (in such capacity, together with its successors in such capacity, the
"Purchase Contract Agent") under the Purchase Contract Agreement.

     

    RECITALS

     

    The
Company and the Purchase Contract Agent are parties to the Purchase Contract
Agreement dated as of the date hereof (as modified and supplemented and in
effect from time to time, the "Purchase Contract Agreement"), pursuant to which
there may be issued up to ____________________ SPC Units (the
"Securities").

     

    Each SPC
Unit, at issuance, consists of a unit comprised of (a) a stock purchase contract
(as modified and supplemented and in effect from time to time, a "Purchase
Contract") under which [(i)] the Holder will purchase from the Company not later
than the Purchase Contract Settlement Date, for an amount in cash equal to $[25]
(the "Stated Amount"), a number of shares of American Electric Power Company,
Inc. Common Stock $.01 per share par value ("Common Stock") equal to the
Settlement Rate (as defined in the Purchase Contract Agreement), [and (ii) the
Company will pay the Holder Purchase Contract Payments] and (b) [a Preferred
Security (a "Preferred Security") of ____________________ (the "Trust"), having
a liquidation amount] [a note of ______ _____________, a wholly-owned subsidiary
of the Company, which note shall be guaranteed as to payment of principal,
premium, if any, and interest by the Company (a "Note"), having a principal
amount] equal to the Stated Amount and maturing on
_________________________.

     

    [address
overallotment option, if applicable]

     

    Pursuant
to the terms of the Purchase Contract Agreement and the Purchase Contracts, the
Holders of the Securities have irrevocably authorized the Purchase Contract
Agent, as attorney-in-fact of such Holders, among other things, to execute and
deliver this Agreement on behalf of such Holders and to grant the pledge
provided herein of the Collateral Account to secure the
Obligations.

     

    Accordingly,
the Company, the Collateral Agent, the Securities Intermediary and the Purchase
Contract Agent, on its own behalf and as attorney-in-fact of the Holders from
time to time of the Securities, agree as follows:

     

    
      	
               
      

            	
              SECTION
      1.    Definitions.

            


    

     

    For all
purposes of this Agreement, 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)           the
words "herein," "hereof" and "hereunder" and other words of similar import refer
to this Agreement as a whole and not to any particular Article, Section, Exhibit
or other subdivision;

     

    (c)           the
following terms which are defined in the UCC shall have the meanings set forth
therein: "certificated security", "control", "financial asset", "entitlement
order", "securities account" and "securities entitlement";

     

    (d)           the
following terms have the meanings assigned to them in the Purchase Contract
Agreement: "Act," "Bankruptcy Code," "Board Resolution," "Business Day," "Cash
Settlement," "Certificate," "Early Settlement," "Early Settlement Amount,"
"Early Settlement Date," "Holders," "Indenture," "Indenture Trustee," "Opinion
of Counsel," "Outstanding Securities," "SPC Units," "Person," "Purchase
Contract," "Purchase Contract Payments," "Purchase Contract Settlement Date,"
"Purchase Price," "Remarketing Agent," "Remarketing Agreement," "Settlement
Rate," "Termination Event," "Treasury SPC Units," and "Underwriting
Agreement";

     

    (e)           the
following terms have the meanings assigned to them in the Amended and Restated
Trust Agreement of ____________________, of even date herewith (the "Trust
Agreement"): "Applicable Ownership Interest," "Applicable Principal Amount,"
"Failed Remarketing," "Indenture," "Indenture Trustee," "Primary Treasury
Dealer," "Property Trustee," "Quotation Agent," "Redemption Amount," "Redemption
Price," "Tax Event," "Tax Event Redemption," "Tax Event Redemption Date," and
"Treasury Portfolio;" and

     

    (f)           the
following terms have the meanings given to them in this section
1(f):

     

    "Agreement" means this Pledge
Agreement, as the same may be amended, modified or supplemented from time to
time.

     

    "Cash" means any coin or
currency of the United States as at the time shall be legal tender for payment
of public and private debts.

     

    "Collateral" has the meaning
specified in the definition of Collateral Account.

     

    "Collateral Account" means the
collective reference to:

     

    (1)           Securities
Account
No.                                           
entitled
"                                           ,
maintained at [Collateral Agent] in the name of ______________________________,
as Purchase Contract Agent on behalf of the holders of securities subject to the
Security Interest of __________ as Collateral Agent under the Pledge Agreement,
for the benefit of American Electric Power Company, Inc., as pledgee" maintained
by the Securities Intermediary for the Purchase Contract Agent on behalf of and
as attorney-in-fact for the Holders;

     

    (2)           all
investment property and other financial assets from time to time credited to the
Collateral Account, including, without limitation, (A) [Preferred Securities]
and securities entitlements relating thereto which are a component of the SPC
Units from time to time, (B) the Applicable Ownership Interests (as specified in
Clause (A) of the definition of such term) of the Holders with respect to the
Treasury Portfolio which are a component of the SPC Units from time to time; (C)
the Notes and securities entitlements relating thereto which are a component of
the SPC Units from time to time, (D) any Treasury Securities and securities
entitlements relating thereto delivered from time to time upon establishment of
Treasury SPC Units in accordance with Section 5.2 hereof and (E) payments made
by Holders pursuant to Section 5.5 hereof;

     

    (3)           all
Proceeds of any of the foregoing (whether such Proceeds arise before or after
the commencement of any proceeding under any applicable bankruptcy, insolvency
or other similar law, by or against the pledgor or with respect to the pledgor);
and

     

    (4)           all
powers and rights now owned or hereafter acquired under or with respect to the
Collateral Account;

     

    ((2), (3)
and (4) being collectively referred to herein as the "Collateral").

     

    "Company" means the Person
named as the "Company" in the first paragraph of this instrument until a
successor shall have become such pursuant to the applicable provisions of the
Purchase Contract Agreement, and thereafter "Company" shall mean such
successor.

     

    "Obligations" means, with
respect to each Holder, the collective reference to all obligations and
liabilities of such Holder under such Holder's Purchase Contract (including, but
not limited to, such Holder's obligation to pay the aggregate Purchase Price for
Common Stock on the Purchase Contract Settlement Date) and this Agreement or any
other document made, delivered or given in connection herewith or therewith, in
each case whether on account of principal, interest (including, without
limitation, interest accruing before and after the filing of any petition in
bankruptcy, or the commencement of any insolvency, reorganization or like
proceeding, relating to such Holder, whether or not a claim for post-filing or
post-petition interest is allowed in such proceeding), purchase price, fees,
indemnities, costs, expenses or otherwise (including, without limitation, all
fees and disbursements of counsel to the Company or the Collateral Agent or the
Securities Intermediary that are required to be paid by the Holder pursuant to
the terms of any of the foregoing agreements).

     

    "Permitted Investments" means
any one of the following which shall mature not later than the next succeeding
Business Day:

     

    (1)           any
evidence of indebtedness with an original maturity of 365 days or less issued,
or directly and fully guaranteed or insured, by the United States of America or
any agency or instrumentality thereof (provided that the full faith and credit
of the United States of America is pledged in support of the timely payment
thereof or such indebtedness constitutes a general obligation of
it);

     

    (2)           deposits,
certificates of deposit or acceptances with an original maturity of 365 days or
less of any institution which is a member of the Federal Reserve System having
combined capital and surplus and undivided profits of not less than $200.0
million at the time of deposit;

     

    (3)           investments
with an original maturity of 365 days or less of any Person that is fully and
unconditionally guaranteed by a bank referred to in clause (2);

     

    (4)           repurchase
agreements and reverse repurchase agreements relating to marketable direct
obligations issued or unconditionally guaranteed by the United States Government
or issued by any agency thereof and backed as to timely payment by the full
faith and credit of the United States Government;

     

    (5)           investments
in commercial paper, other than commercial paper issued by the Company or its
affiliates, of any corporation incorporated under the laws of the United States
or any State thereof, which commercial paper has a rating at the time of
purchase at least equal to "A-1" by Standard & Poor's Ratings Services
("S&P") or at least equal to "P-1" by Moody's Investors Service,
Inc.  ("Moody's"); and

     

    (6)           investments
in money market funds registered under the Investment Company Act of 1940, as
amended, rated in the highest applicable rating category by S&P or
Moody's.

     

    "Person" means any legal
person, including any individual, corporation, estate, partnership, joint
venture, association, joint-stock company, limited liability company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.

     

    "Pledge" means the pledge, lien
and security interest created by this Agreement.

     

    "Pledged Notes" means the Notes
and securities entitlements with respect thereto from time to time credited to
the Collateral Account and not then released from the Pledge.

     

    "Pledged Preferred Securities"
means the Preferred Securities and securities entitlements with respect thereto
from time to time credited to the Collateral Account and not then released from
the Pledge.

     

    "Pledged Treasury Securities"
means Treasury Securities and securities entitlements with respect thereto from
time to time credited to the Collateral Account and not then released from the
Pledge.

     

    "Proceeds" has the meaning
ascribed thereto in the UCC and includes, without limitation, all interest,
dividends, cash, instruments, securities, financial assets (as defined in
Section 8-102(a)(9) of the UCC) and other property received, receivable or
otherwise distributed upon the sale, exchange, collection or disposition of any
financial assets from time to time held in the Collateral Account.

     

    "Purchase Contract Agent" has
the meaning specified in the paragraph preceding the recitals of this
Agreement.

     

    "TRADES" means the Treasury
Reserve Automated Debt Entry System maintained by the Federal Reserve Bank of
New York pursuant to the TRADES Regulations.

     

    "TRADES Regulations" means the
regulations of the United States Department of the Treasury, published at 31
C.F.R. Part 357, as amended from time to time.  Unless otherwise
defined herein, all terms defined in the TRADES Regulations are used herein as
therein defined.

     

    "Transfer" means:

     

    (1)           in
the case of certificated securities in registered form, delivery as provided in
Section 8-301(a) of the UCC, indorsed to the transferee or in blank by an
effective indorsement;

     

    (2)           in
the case of Treasury Securities, registration of the transferee as the owner of
such Treasury Securities on TRADES; and

     

    (3)           in
the case of securities entitlements, including, without limitation, securities
entitlements with respect to Treasury Securities, a securities intermediary
indicating by book entry that such security entitlement has been credited to the
transferee's securities account.

     

    "Treasury Securities" means
zero-coupon U.S.  Treasury Securities (Cusip No.) which are the
principal strips of the _____% U.S.  Treasury Securities which mature
on.

     

    "UCC" means the Uniform
Commercial Code as in effect in the State of New York from time to
time.

     

    "Value" means, with respect to
any item of Collateral on any date, as to (1) Cash, the face amount thereof,
[(2) Preferred Securities, the liquidation amount thereof] and (3) Treasury
Securities or Notes, the aggregate principal amount thereof at
maturity.

     

    
      	
               
      

            	
              SECTION
      2.    Pledge;
      Control.

            


    

     

    
      	
               
      

            	
              SECTION
      2.1    The
      Pledge.

            


    

     

    Each
Holder, from time to time acting through the Purchase Contract Agent as such
Holder's attorney-in-fact, hereby pledges and grants to the Collateral Agent, as
agent of and for the benefit of the Company, as collateral security for the
prompt and complete payment and performance when due (whether at stated
maturity, by acceleration or otherwise) of the Obligations, a continuing first
priority security interest in and to, and a lien upon and right of set off
against, all of the right, title and interest of such Holder and the Purchase
Contract Agent in and to the Collateral and the Collateral
Account.  The Collateral Agent shall have all of the rights, remedies
and recourses with respect to the Collateral afforded a secured party by the
UCC, in addition to, and not in limitation of, the other rights, remedies and
recourses afforded to the Collateral Agent by this Agreement.

     

    
      	
               
      

            	
              SECTION
      2.2    Control;
      Financing Statement.

            


    

     

    (a)           The
Collateral Agent shall have control of the Collateral Account pursuant to the
provisions of Section 4 of this Agreement.

     

    (b)           On
the date of initial issuance of the Securities, the Purchase Contract Agent
shall deliver to the Collateral Agent a financing statement prepared by the
Company for filing in the Office of the Secretary of State of the State of New
York, signed by the Purchase Contract Agent, as attorney-in- fact for the
Holders, as Debtors, and describing the Collateral.

     

    
      	
               
      

            	
              SECTION
      2.3    Termination.

            


    

     

    As to
each Holder, this Agreement and the Pledge created hereby shall terminate upon
the satisfaction of such Holder's Obligations.  Upon such termination,
the Securities Intermediary shall Transfer such Holder's portion of the
Collateral to the Purchase Contract Agent for distribution to such Holder in
accordance with his interest, free and clear of any lien, pledge or security
interest created hereby.

     

    
      	
               
      

            	
              SECTION
      3.    Distributions
      on Pledged Collateral.

            


    

     

    
      	
               
      

            	
              SECTION
      3.1    Income
      Distributions.

            


    

     

    All
income distributions received by the Securities Intermediary on account of the
[Preferred Securities, the Applicable Ownership Interest (as specified in clause
(A) of the definition of such term) in the Treasury Portfolio,] the Notes or
Permitted Investments from time to time held in the Collateral Account shall be
distributed to the Purchase Contract Agent for the benefit of the applicable
Holders as provided in the Purchase Contracts or the Purchase Contract
Agreement.

     

    
      	
               
      

            	
              SECTION
      3.2    Principal
      Payments Following Termination
Event.

            


    

     

    All
payments received by the Securities Intermediary following a Termination Event
of (1) the [liquidation amount of Pledged Preferred Securities or securities
entitlements with respect thereto or (2) the Applicable Ownership Interests (as
specified in Clause (A) of the definition thereof) in the Treasury Portfolio,
(3) the] principal amount of Pledged Notes or securities entitlements with
respect thereto or (4) the principal amount of the Pledged Treasury Securities
or securities entitlements with respect thereto, shall be distributed to the
Purchase Contract Agent for the benefit of the applicable Holders for
distribution to such Holders in accordance with their respective
interests.

     

    
      	
               
      

            	
              SECTION
      3.3    Principal
      Payments Prior To or On Purchase Contract Settlement
  Date.

            


    

     

    (a)           Subject
to the provisions of Section 7.2, and except as provided in clause 3.3(b) below,
if no Termination Event shall have occurred, all payments received by the
Securities Intermediary of (1) the [liquidation amount of Pledged Preferred
Securities or securities entitlements with respect thereto or (2) the Applicable
Ownership Interests (as specified in Clause (A) of the definition thereof) in
the Treasury Portfolio, (3)] the principal amount with respect to the Pledged
Notes or securities entitlements with respect thereto or (4) the principal
amount of Pledged Treasury Securities or securities entitlements with respect
thereto, shall be held and invested in Permitted Investments until the Purchase
Contract Settlement Date and on the Purchase Contract Settlement Date
distributed to the Company as provided in Section 5.7 hereof.  Any
balance remaining in the Collateral Account shall be distributed to the Purchase
Contract Agent for the benefit of the applicable Holders for distribution to
such Holders in accordance with their respective interests.

     

    (b)           All
payments received by the Securities Intermediary of (1) the liquidation amount
of Pledged Preferred Securities or securities entitlements with respect thereto,
or (2) the Applicable Ownership Interests (as specified in Clause (A) of the
definition thereof) in the Treasury Portfolio, or (3) the principal amount of
Notes or securities entitlements with respect thereto or (4) the principal
amount of Treasury Securities or securities entitlements with respect thereto,
that, in each case, have been released from the Pledge shall be distributed to
the Purchase Contract Agent for the benefit of the applicable Holders for
distribution to such Holders in accordance with their respective
interests.

     

    
      	
               
      

            	
              SECTION
      3.4    Payments to
      Purchase Contract Agent.

            


    

     

    Payments
to the Purchase Contract Agent hereunder shall be made to the account designated
by the Purchase Contract Agent for such purpose not later than 12:00
p.m.  (New York City time) on the Business Day such payment is
received by the Securities Intermediary; provided, however, that if such payment
is received on a day that is not a Business Day or after 12:00
p.m.  (New York City time) on a Business Day, then such payment shall
be made no later than 10:30 a.m.  (New York City time) on the next
succeeding Business Day.

     

    
      	
               
      

            	
              SECTION
      3.5    Assets Not
      Properly Released.

            


    

     

    If the
Purchase Contract Agent or any Holder shall receive any principal payments on
account of financial assets credited to the Collateral Account and not released
therefrom in accordance with this Agreement, the Purchase Contract Agent or such
Holder shall hold the same as trustee of an express trust for the benefit of the
Company and, upon receipt of an Officers' Certificate (as defined in the
Purchase Contract Agreement) of the Company so directing, promptly deliver the
same to the Securities Intermediary for credit to the Collateral Account or to
the Company for application to the obligations of the Holders under the related
Purchase Contracts, and the Purchase Contract Agent and Holders shall acquire no
right, title or interest in any such payments of principal amounts so
received.

     

    
      	
               
      

            	
              SECTION
      4.    Control.

            


    

     

    
      	
               
      

            	
              SECTION
      4.1    Establishment
      of Collateral Account.

            


    

     

    The
Securities Intermediary hereby confirms that:

     

    (1)           the
Securities Intermediary has established the Collateral Account;

     

    (2)           the
Collateral Account is a securities account;

     

    (3)           subject
to the terms of this Agreement, the Securities Intermediary shall treat the
Purchase Contract Agent as entitled to exercise the rights that comprise any
financial asset credited to the Collateral Account;

     

    (4)           all
property delivered to the Securities Intermediary pursuant to this Agreement or
the Purchase Contract Agreement will be credited promptly to the Collateral
Account;

     

    (5)           all
securities or other property underlying any financial assets credited to the
Collateral Account shall be registered in the name of the Securities
Intermediary, indorsed to the Securities Intermediary, or in blank or credited
to another securities account maintained in the name of the Securities
Intermediary, and in no case will any financial asset credited to the Collateral
Account be registered in the name of the Purchase Contract Agent or any Holder,
payable to the order of the Purchase Contract Agent or any Holder or specially
indorsed to the Purchase Contract Agent or any Holder.

     

    
      	
               
      

            	
              SECTION
      4.2    Treatment as
      Financial Assets.

            


    

     

    Each item
of property (whether investment property, financial asset, security, instrument
or cash) credited to the Collateral Account shall be treated as a financial
asset.

     

    
      	
               
      

            	
              SECTION
      4.3    Sole Control by
      Collateral Agent.

            


    

     

    Except as
provided in Section 6, at all times prior to the termination of the Pledge, the
Collateral Agent shall have sole control of the Collateral Account, and the
Securities Intermediary shall take instructions and directions with respect to
the Collateral Account solely from the Collateral Agent.  If at any
time the Securities Intermediary shall receive an entitlement order issued by
the Collateral Agent and relating to the Collateral Account, the Securities
Intermediary shall comply with such entitlement order without further consent by
the Purchase Contract Agent or any Holder or any other Person.  Until
termination of the Pledge, the Securities Intermediary will not comply with any
entitlement orders issued by the Purchase Contract Agent or any
Holder.

     

    
      	
               
      

            	
              SECTION
      4.4    Securities
      Intermediary's Location.

            


    

     

    The
Collateral Account, and the rights and obligations of the Securities
Intermediary, the Collateral Agent, the Purchase Contract Agent and the Holders
with respect thereto, shall be governed by the laws of the State of New
York.  Regardless of any provision in any other agreement, for
purposes of the UCC, New York shall be deemed to be the Securities
Intermediary's location.

     

    
      	
               
      

            	
              SECTION
      4.5    No Other
      Claims.

            


    

     

    Except
for the claims and interest of the Collateral Agent and of the Purchase Contract
Agent and the Holders in the Collateral Account, the Securities Intermediary
does not know of any claim to, or interest in, the Collateral Account or in any
financial asset credited thereto.  If any person asserts any lien,
encumbrance or adverse claim (including any writ, garnishment, judgment, warrant
of attachment, execution or similar process) against the Collateral Account or
in any financial asset carried therein, the Securities Intermediary will
promptly notify the Collateral Agent and the Purchase Contract
Agent.

     

    
      	
               
      

            	
              SECTION
      4.6    Investment and
      Release.

            


    

     

    All
proceeds of financial assets from time to time deposited in the Collateral
Account shall be invested and reinvested as provided in this
Agreement.  At all times prior to termination of the Pledge, no
property shall be released from the Collateral Account except in accordance with
this Agreement or upon written instructions of the Collateral
Agent.

     

    
      	
               
      

            	
              SECTION
      4.7    Statements and
      Confirmations.

            


    

     

    The
Securities Intermediary will promptly send copies of all statements,
confirmations and other correspondence concerning the Collateral Account and any
financial assets credited thereto simultaneously to each of the Purchase
Contract Agent and the Collateral Agent at their addresses for notices under
this Agreement.

     

    
      	
               
      

            	
              SECTION
      4.8    Tax
      Allocations.

            


    

     

    The
Purchase Contract Agent shall report all items of income, gain, expense and loss
recognized in the Collateral Account to the Internal Revenue Service and all
state and local taxing authorities under the names and taxpayer identification
numbers of the holders which are the beneficial owners thereof.

     

    
      	
               
      

            	
              SECTION
      4.9    No Other
      Agreements.

            


    

     

    The
Securities Intermediary has not entered into, and prior to the termination of
the Pledge will not enter into, any agreement with any other Person relating to
the Collateral Account or any financial assets credited thereto, including,
without limitation, any agreement to comply with entitlement orders of any
Person other than the Collateral Agent.

     

    
      	
               
      

            	
              SECTION
      4.10    Powers Coupled
      With An Interest.

            


    

     

    The
rights and powers granted in this Section 4 to the Collateral Agent have been
granted in order to perfect its security interests in the Collateral Account,
are powers coupled with an interest and will be affected neither by the
bankruptcy of the Purchase Contract Agent or any Holder nor by the lapse of
time.  The obligations of the Securities Intermediary under this
Section 4 shall continue in effect until the termination of the
Pledge.

     

    
      	
               
      

            	
              SECTION
      5.    Initial
      Deposit; Establishment of Treasury SPC Units and Reestablishment of SPC
      Units.

            


    

     

    
      	
               
      

            	
              SECTION
      5.1    Initial Deposit
      of [Preferred Securities] [Notes].

            


    

     

    Prior to
or concurrently with the execution and delivery of this Agreement, the Purchase
Contract Agent, on behalf of the initial Holders of the SPC Units, shall
Transfer to the Securities Intermediary, for credit to the Collateral Account,
the [Preferred Securities] [Notes] or securities entitlements relating thereto,
and the Securities Intermediary shall indicate by book-entry that a securities
entitlement to such [Preferred Securities] [Notes] has been credited to the
Collateral Account.

        

    
      	
               
      

            	
              SECTION
      5.2    Establishment
      of Treasury SPC Units.

            


    

     

    (a)           [So
long as no Tax Event Redemption shall have occurred, and the Trust shall not
have been dissolved and liquidated,] at any time prior to or on the seventh
Business Day immediately preceding the Purchase Contract Settlement Date, a
Holder of SPC Units shall have the right to establish or reestablish Treasury
SPC Units by substitution of Treasury Securities or securities entitlements
thereto for the Pledged [Preferred Securities] [Notes] comprising a part of such
Holder's SPC Units in integral multiples of 40 SPC Units by:

     

    (1)           transferring
to the Securities Intermediary for credit to the Collateral Account Treasury
Securities or securities entitlements thereto having a Value equal to the
[liquidation] [principal] amount of the Pledged [Preferred Securities] [Notes]
to be released, accompanied by a notice, substantially in the form of Exhibit C
to the Purchase Contract Agreement, whereupon the Purchase Contract Agent shall
deliver to the Collateral Agent a notice, substantially in the form of Exhibit A
hereto, (A) stating that such Holder has Transferred Treasury Securities or
securities entitlements thereto to the Securities Intermediary for credit to the
Collateral Account, (B) stating the Value of the Treasury Securities or
securities entitlements thereto Transferred by such Holder and (C) requesting
that the Collateral Agent release from the Pledge the Pledged [Preferred
Securities] [Notes] that are a component of such SPC Units; and

     

    (2)           delivering
the related SPC Units to the Purchase Contract Agent.

     

    Upon
receipt of such notice and confirmation that Treasury Securities or securities
entitlements thereto have been credited to the Collateral Account as described
in such notice, the Collateral Agent shall instruct the Securities Intermediary
by a notice, substantially in the form of Exhibit B hereto, to release such
Pledged [Preferred Securities] [Notes] from the Pledge by Transfer to the
Purchase Contract Agent for distribution to such Holder, free and clear of any
lien, pledge or security interest created hereby.

     

    (b)           If
a Tax Event Redemption has occurred and the Treasury Portfolio has become a
component of the SPC Units, a Holder of SPC Units shall not have the right to
establish or reestablish Treasury SPC Units.

     

    (c)           If
no Tax Event Redemption shall have occurred, but the Trust shall have been
dissolved and liquidated, and the Notes have become a component of the SPC
Units, at any time on or prior to the seventh Business Day immediately preceding
the Purchase Contract Settlement Date, a Holder of SPC Units shall have the
right to substitute Treasury Securities or securities entitlements thereto for
the Pledged Notes comprising a part of such Holder's SPC Units in integral
multiples of 40 SPC Units by:

     

    (1)           Transferring
to the Securities Intermediary for credit to the Collateral Account Treasury
Securities or securities entitlements with respect thereto having a Value equal
to the aggregate principal amount at maturity of Pledged Notes to be released,
accompanied by a notice, substantially in the form of Exhibit C to the Purchase
Contract Agreement, whereupon the Purchase Contract Agent shall deliver to the
Collateral Agent a notice, substantially in the form of Exhibit A hereto, (A)
stating that such Holder has Transferred Treasury Securities or securities
entitlements with respect thereto to the Securities Intermediary for credit to
the Collateral Account, (B) stating the Value of the Treasury Securities or
securities entitlements with respect thereto Transferred by such Holder and (C)
requesting that the Collateral Agent release from the Pledge the Pledged Notes
that are a component of such SPC Units; and

     

    (2)           delivering
the related SPC Units to the Purchase Contract Agent.

     

    Upon
receipt of such notice and confirmation that Treasury Securities or securities
entitlements with respect thereto have been credited to the Collateral Account
as described in such notice, the Collateral Agent shall instruct the Securities
Intermediary by a notice, substantially in the form of Exhibit B hereto, to
release such Pledged Notes from the Pledge by Transfer to the Purchase Contract
Agent for distribution to such Holder free and clear of any lien, pledge or
security interest created hereby.

     

    (d)           Upon
credit to the Collateral Account of Treasury Securities or securities
entitlements thereto delivered by a Holder of SPC Units and receipt of the
related instruction from the Collateral Agent, the Securities Intermediary shall
release the Pledged [Preferred Securities or] Notes[, as the case may be,] and
shall promptly transfer the same to the Purchase Contract Agent for distribution
to such Holder, free and clear of any lien, pledge or security interest created
hereby.

     

    
      	
               
      

            	
              SECTION
      5.3    Reestablishment
      of SPC Units.

            


    

     

    (a)           [So
long as no Tax Event Redemption shall have occurred, and the Trust shall not
have been dissolved and liquidated,] at any time prior to or on the seventh
Business Day immediately preceding the Purchase Contract Settlement Date, a
Holder of Treasury SPC Units shall have the right to reestablish SPC Units by
substitution of [Preferred Securities] [Notes] or securities entitlements
thereto for Pledged Treasury Securities in integral multiples of 40 Treasury SPC
Units by:

     

    (1)           Transferring
to the Securities Intermediary for credit to the Collateral Account [Preferred
Securities] [Notes] or securities entitlements thereto having a [liquidation]
[principal] amount equal to the Value of the Pledged Treasury Securities to be
released, accompanied by a notice, substantially in the form of Exhibit C to the
Purchase Contract Agreement, whereupon the Purchase Contract Agent shall deliver
to the Collateral Agent a notice, substantially in the form of Exhibit C hereto,
(A) stating that such Holder has Transferred [Preferred Securities] [Notes] or
securities entitlements thereto to the Securities Intermediary for credit to the
Collateral Account and (B) requesting that the Collateral Agent release from the
Pledge the Pledged Treasury Securities related to such Treasury SPC Units;
and

     

    (2)           delivering
the related Treasury SPC Units to the Purchase Contract Agent.

     

    Upon
receipt of such notice and confirmation that [Preferred Securities] [Notes] or
securities entitlements thereto have been credited to the Collateral Account as
described in such notice, the Collateral Agent shall instruct the Securities
Intermediary by a notice in the form provided in Exhibit D hereto to release
such Pledged Treasury Securities from the Pledge by Transfer to the Purchase
Contract Agent for distribution to such Holder.

     

    (b)             If
a Tax Event Redemption has occurred and the Treasury Portfolio has become a
component of the SPC Units, a holder of a Treasury SPC Unit shall not have the
right to reestablish a SPC Unit.]

     

    (c)           If
no Tax Event Redemption shall have occurred, but the Trust shall have been
dissolved and liquidated, and the Notes have become a component of the SPC
Units, at any time on or prior to the seventh Business Day immediately preceding
the Purchase Contract Settlement Date, a Holder of Treasury SPC Units shall have
the right to reestablish SPC Units by substitution of Notes or securities
entitlements with respect thereto for Pledged Treasury Securities in integral
multiples of 40 Treasury SPC Units by:

     

    (1)           Transferring
to the Securities Intermediary for credit to the Collateral Account Notes or
securities entitlements having a principal amount equal to the Value of the
Pledged Treasury Securities to be released, accompanied by a notice,
substantially in the form of Exhibit C to the Purchase Contract Agreement,
whereupon the Purchase Contract Agent shall deliver to the Collateral Agent a
notice, substantially in the form of Exhibit C hereto, stating that such Holder
has Transferred the Notes or securities entitlements with respect thereto to the
Securities Intermediary for credit to the Collateral Account and requesting that
the Collateral Agent release from the Pledge the Pledged Treasury Securities
related to such Treasury SPC Units; and

     

    (2)           delivering
the related Treasury SPC Units to the Purchase Contract Agent.

     

    Upon
receipt of such notice and confirmation that Notes or securities entitlements
have been credited to the Collateral Account as described in such notice, the
Collateral Agent shall instruct the Securities Intermediary by a notice in the
form provided in Exhibit D to release such Pledged Treasury Securities from
Pledge by Transfer to the Purchase Contract Agent for distribution to such
Holder, free and clear of any lien, pledge or security interest created
hereby.

     

    (d)           Upon
credit to the Collateral Account of [Preferred Securities or] Notes[, as the
case may be,] or securities entitlements thereto, and receipt of the related
instruction from the Collateral Agent, the Securities Intermediary shall release
the applicable Pledged Treasury Securities and shall promptly Transfer the same
to the Purchase Contract Agent for distribution to such Holder, free and clear
of any lien, pledge or security interest created hereby.

     

    
      	
               
      

            	
              SECTION
      5.4    Termination
      Event.

            


    

     

    (a)           Upon
receipt by the Collateral Agent of written notice from the Company or the
Purchase Contract Agent that a Termination Event has occurred, the Collateral
Agent shall release all Collateral from the Pledge and shall promptly
Transfer:

     

    (1)           any
Pledged [Preferred Securities] [Notes]or securities entitlements with respect
thereto [or the Applicable Ownership Interest (as specified in clause (A) of the
definition of such term) in the Treasury Portfolio (if a Tax Event Redemption
has occurred and the Treasury Portfolio has become a component of the SPC Units)
or the Pledged Notes  (if the Trust has been dissolved and liquidated,
and the or securities entitlements with respect thereto have become a component
of the SPC Units)]; and

     

    (2)           any
Pledged Treasury Securities, to the Purchase Contract Agent for the benefit of
the Holders for distribution to such Holders in accordance with their respective
interests, free and clear of any lien, pledge or security interest or other
interest created hereby; provided, however, if any Holder shall be entitled to
receive less than $1,000 with respect to his interest in the Applicable
Ownership Interest (as specified in clause (A) of the definition of such term)
in the Treasury Portfolio, the Purchase Contract Agent shall have the right to
dispose of such interest for cash and deliver to such Holder cash in lieu of
delivering the Applicable Ownership Interest (as specified in clause (A) of the
definition of such term) in the Treasury Portfolio.

     

    (b)           If
such Termination Event shall result from the Company's becoming a debtor under
the Bankruptcy Code, and if the Collateral Agent shall for any reason fail
promptly to effectuate the release and Transfer of all Pledged [Preferred
Securities, the Applicable Ownership Interest (as specified in clause (A) of the
definition of such term) in the Treasury Portfolio, the Pledged] Notes or the
Pledged Treasury Securities, as the case may be, as provided by this Section
5.4, the Purchase Contract Agent shall:

     

    (1)           use
its best efforts to (i) obtain, at the expense of the Company, an opinion of a
nationally recognized law firm reasonably acceptable to the Collateral Agent to
the effect that, as a result of the Company's being the debtor in such a
bankruptcy case, the Collateral Agent will not be prohibited from releasing or
Transferring the Collateral as provided in this Section 5.4, and (ii) deliver
such opinion to the Collateral Agent within ten days after the occurrence of
such Termination Event, and if (A) the Purchase Contract Agent shall be unable
to obtain such opinion within ten days after the occurrence of such Termination
Event or (B) the Collateral Agent shall continue, after delivery of such
opinion, to refuse to effectuate the release and Transfer of all Pledged
[Preferred Securities, the Applicable Ownership Interest (as specified in clause
(A) of the definition of such term) in the Treasury Portfolio, the Pledged]
Notes, all the Pledged Treasury Securities or the Proceeds of any of the
foregoing, as the case may be, as provided in this Section 5.4, then the
Purchase Contract Agent shall within fifteen days after the occurrence of such
Termination Event commence (subject to Section 7.1(b)(3) of the Purchase
Contract Agreement) an action or proceeding in the court having jurisdiction of
the Company's case under the Bankruptcy Code seeking an order requiring the
Collateral Agent to effectuate the release and transfer of all Pledged
[Preferred Securities, the Applicable Ownership Interest (as specified in clause
(A) of the definition of such term) in the Treasury Portfolio, the Pledged]
Notes or all the Pledged Treasury Securities, as the case may be, as provided by
this Section 5.4; or

     

    (2)           commence
(subject to Section 7.1(b)(3) of the Purchase Contract Agreement) an action or
proceeding like that described in clause 5.4(b)(1)(B) hereof within ten days
after the occurrence of such Termination Event.

     

    
      	
               
      

            	
              SECTION
      5.5    Cash
      Settlement.

            


    

     

    (a)           Upon
receipt by the Collateral Agent of (1) a notice from the Purchase Contract Agent
promptly after the receipt by the Purchase Contract Agent of a notice from a
Holder of SPC Units or Treasury SPC Units that such Holder has elected, in
accordance with the procedures specified in Section 5.4(a)(i) or (d)(i) of the
Purchase Contract Agreement, respectively, to effect a Cash Settlement and (2)
payment by such Holder by deposit in the Collateral Account prior to or on 11:00
a.m.  (New York City time) on the fifth Business Day immediately
preceding the Purchase Contract Settlement Date [in the case of a SPC Unit,
unless a Tax Event Redemption has occurred, or on the Business Day prior to the
Purchase Contract Settlement Date in the case of Treasury SPC Units or a SPC
Unit, if a Tax Event Redemption has occurred,] of the Purchase Price in lawful
money of the United States by certified or cashier's check or wire transfer of
immediately available funds payable to or upon the order of the Securities
Intermediary, then the Collateral Agent shall:

     

    (1)           instruct
the Securities Intermediary promptly to invest any such Cash in Permitted
Investments [maturing on or prior to the Contract Settlement Date];

     

    (2)           release
from the Pledge (i) in the case of a Holder of SPC Units, the related [Pledged
Preferred Securities, Applicable Ownership Interest (as specified in clause (A)
of the definition of such term) in the Treasury Portfolio, or] Pledged Notes [as
applicable] or (ii) in the case of a Holder of Treasury SPC Units, the related
Pledged Treasury Securities with a [liquidation] [principal] amount equal to the
product of (x) the Stated Amount times (y) the number of Purchase Contracts as
to which such Holder has elected to effect a Cash Settlement pursuant to this
Section 5.5(a); and

     

    (3)           instruct
the Securities Intermediary to Transfer all such Pledged [Preferred Securities,
Applicable Ownership Interest (as specified in clause (A) of the definition of
such term) in the Treasury Portfolio, or] Pledged Notes or Pledged Treasury
Securities, as the case may be, to the Purchase Contract Agent for the benefit
of such Holder, in each case free and clear of the Pledge created hereby, for
distribution to such Holder.

     

    Upon
receipt of the proceeds upon the maturity of the Permitted Investments on the
Purchase Contract Settlement Date, the Collateral Agent shall (A) instruct the
Securities Intermediary to pay the portion of such proceeds and deliver any
certified or cashier's checks received, in an aggregate amount equal to the
Purchase Price, to the Company on the Purchase Contract Settlement Date, and (B)
instruct the Securities Intermediary to release any amounts in excess of the
Purchase Price of the interest earned from such Permitted Investments to the
Purchase Contract Agent for distribution to the such Holder.

     

    (b)           [So
long as a Tax Event Redemption shall not have occurred,] if a Holder of SPC
Units notifies the Purchase Contract Agent as provided in paragraph 5.4(a)(i) of
the Purchase Contract Agreement of its intention to pay the Purchase Price in
cash, but fails to make such payment as required by paragraph 5.4(a)(ii) of the
Purchase Contract Agreement, such Holder shall be deemed to have consented to
the disposition of such Holder's Pledged [Preferred Securities or] Notes in
accordance with paragraph 5.4(a)(iii) of the Purchase Contract
Agreement.

     

    (c)           If
a Holder of Treasury SPC Units [or, if a Tax Event Redemption shall have
occurred, a Holder of SPC Units,] notifies the Purchase Contract Agent as
provided in paragraph 5.4(d)(i) of the Purchase Contract Agreement of its
intention to pay the Purchase Price in cash, but fails to make such payment as
required by paragraph 5.4(d)(ii) of the Purchase Contract Agreement, such Holder
shall be deemed to have elected to pay the Purchase Price in accordance with
paragraph 5.4(d)(iii) of the Purchase Contract Agreement.

     

    (d)           Prior
to 3:00 p.m.  (New York City time) on the fourth Business Day
immediately preceding the Purchase Contract Settlement Date, the Securities
Intermediary shall deliver to the Purchase Contract Agent a notice,
substantially in the form of Exhibit E hereto, stating (i) the amount of cash
that it has received with respect to the Cash Settlement of SPC Units and (ii)
the amount of cash that it has received with respect to the Cash Settlement of
Treasury SPC Units.

     

    
      	
               
      

            	
              SECTION
      5.6    Early
      Settlement.

            


    

     

    Upon
receipt by the Collateral Agent of a notice from the Purchase Contract Agent
that a Holder of Securities has elected to effect Early Settlement of its
obligations under the Purchase Contracts forming a part of such Securities in
accordance with the terms of the Purchase Contracts and Section 5.9 of the
Purchase Contract Agreement (which notice shall set forth the number of such
Purchase Contracts as to which such Holder has elected to effect Early
Settlement), and that the Purchase Contract Agent has received from such Holder,
and paid to the Company as confirmed in writing by the Company, the related
Early Settlement Amounts pursuant to the terms of the Purchase Contracts and the
Purchase Contract Agreement and that all conditions to such Early Settlement
have been satisfied, then the Collateral Agent shall release from the Pledge,
(1) Pledged [Preferred Securities or the appropriate Applicable Ownership
Interest (as specified in clause (A) of the definitions at such term) in the
Treasury Portfolio or] Notes in the case of a Holder of SPC Units or (2) Pledged
Treasury Securities, in the case of a Holder of Treasury SPC Units, with a Value
equal to the product of (x) the Stated Amount times (y) the number of Purchase
Contracts as to which such Holder has elected to effect Early Settlement, and
shall instruct the Securities Intermediary to Transfer all such Pledged
[Preferred Securities or the appropriate Applicable Ownership Interest (as
specified in clause (A) of the definitions at such term) in the Treasury
Portfolio or] Notes or Pledged Treasury Securities, as the case may be, to the
Purchase Contract Agent for the benefit of such Holder, in each case free and
clear of the Pledge created hereby, for distribution to such
Holder.  A Treasury SPC Unit holder may settle early only in integral
multiples of 40 Purchase Contracts.

     

    
      	
               
      

            	
              SECTION
      5.7    Application of
      Proceeds Settlement.

            


    

     

    (a)           So
long as a Tax Event Redemption has not occurred, if a Holder of SPC Units has
not elected to make an effective Cash Settlement by notifying the Purchase
Contract Agent in the manner provided for in Section 5.4(a)(i) in the Purchase
Contract Agreement, or has given such notice but failed to deliver the required
cash prior to 11:00 A.M.  (New York City time) on the fifth Business
Day immediately preceding the Purchase Contract Settlement Date, such Holder
shall be deemed to have elected to pay for the shares of Common Stock to be
issued under such Purchase Contracts from the Proceeds of the remarketing of the
related [Pledged Preferred Securities or] Pledged Notes.  In such
event, the Collateral Agent shall instruct the Securities Intermediary to
Transfer the related [Pledged Preferred Securities or] Pledged Notes to the
Remarketing Agent for remarketing.  Upon receiving such [Pledged
Preferred Securities or] Pledged Notes, the Remarketing Agent, pursuant to the
terms of the Remarketing Agreement, will use reasonable efforts to remarket such
[Pledged Preferred Securities or] Pledged Notes on such date.  The
Remarketing Agent will deposit the entire amount of the Proceeds of such
remarketing in the Collateral Account.  On the Purchase Contract
Settlement Date, the Collateral Agent shall instruct the Securities Intermediary
to apply a portion of the Proceeds from such remarketing equal to the aggregate
principal amount of such [Pledged Preferred Securities or] Pledged Notes to
satisfy in full such Holder's obligations to pay the Purchase Price to purchase
the shares of Common Stock under the related Purchase Contracts.  The
Collateral Agent shall also instruct the Securities Intermediary to apply a
portion of the Proceeds of such remarketing equal to $[.0625] per [Pledged
Preferred Security or] Pledged Note to pay the Remarketing Agent for its
services rendered in connection with the remarketing.  The balance of
the Proceeds from such remarketing, if any, shall be transferred to the Purchase
Contract Agent for the benefit of such Holder for distribution to such
Holder.

     

    If the
Remarketing Agent advises the Collateral Agent in writing that there has been a
Failed Remarketing, thus resulting in an event of default under the Purchase
Contract Agreement and hereunder, the Collateral Agent, for the benefit of the
Company shall, at the written direction of the Company, dispose of the [Pledged
Preferred Security or] Pledged Notes in accordance with applicable law and
satisfy in full, from such disposition, such Holder's obligations to pay the
Purchase Price for the shares of American Electric Power Company, Inc.
Stock.

     

    (b)           If
a Holder of Treasury SPC Units [ or, if a Tax Event Redemption has occurred, a
SPC Unit,] has not elected to make an effective Cash Settlement by notifying the
Purchase Contract Agent in the manner provided for in Section 5.4(d)(i) of the
Purchase Contract Agreement, or has given such notice but failed to make such
payment in the manner required by Section 5.4(d)(ii) of the Purchase Contract
Agreement, such Holder shall be deemed to have elected to pay for the shares of
Common Stock to be issued under such Purchase Contracts from the Proceeds of the
related Pledged Treasury Securities [(or such Applicable Ownership Interest (as
specified in clause (A) of the definition of such term) in the Treasury
Portfolio, as the case may be].  Upon maturity of the Pledged Treasury
Securities [or Applicable Ownership Interest (as specified in clause (A) of the
definition of such term) in the Treasury Portfolio, as the case may be], the
Securities Intermediary, at the written direction of the Collateral Agent, shall
invest the Cash Proceeds of the maturing Pledged Treasury Securities [or
Applicable Ownership Interest (as specified in clause (A) of the definition of
such term) in the Treasury Portfolio, as the case may be,] in Permitted
Investments [maturing on or prior to the Purchase Contract Settlement
Date].  Without receiving any instruction from any such Holder, the
Collateral Agent shall apply the Proceeds of the related Pledged Treasury
Securities [or Applicable Ownership Interest (as specified in clause (A) of the
definition of such term) in the Treasury Portfolio, as the case may be], to the
settlement of such Purchase Contracts on the Purchase Contract Settlement
Date.  In the event the sum of the Proceeds from the related Pledged
Treasury Securities [or Applicable Ownership Interest (as specified in clause
(A) of the definition of such term) in the Treasury Portfolio, as the case may
be], and the investment earnings from the investment in Permitted Investments
exceeds the aggregate Purchase Price of the Purchase Contracts being settled
thereby, the Collateral Agent shall instruct the Securities Intermediary to
distribute such excess, when received, to the Purchase Contract Agent for the
benefit of such Holder for distribution to such Holder.

     

    
      	
               
      

            	
              [SECTION
      5.8    Tax Event
      Redemption.

            


    

     

    If the
Securities Intermediary receives notice from the Company or the Purchase
Contract Agent that a Tax Event Redemption has occurred  prior to the
Purchase Contract Settlement Date, the Securities Intermediary, promptly after
receipt of such notice, shall apply the Redemption Amount to purchase the
Treasury Portfolio and the Securities Intermediary shall credit the Applicable
Ownership Interest (as specified in clause (A) of the definition of such term)
in the Treasury Portfolio to the Collateral Account and shall transfer the
Applicable Ownership Interest (as specified in clause (B) of the definition of
such term) in the Treasury Portfolio to the Purchase Contract Agent for
distribution to the Holders of the SPC Units.  Upon credit to the
Collateral Account of the Applicable Ownership Interest (as specified in clause
(A) of the definition of such term) in the Treasury Portfolio having a Value
equal to the liquidation amount of the Pledged Preferred Securities or the
aggregate principal amount of the Pledged Notes, the Securities Intermediary
shall release the Pledged Preferred Securities or the Pledged Notes, as
applicable, from the Collateral Account and shall promptly transfer the Pledged
Preferred Securities to the Trust and the Pledged Notes to the Company, as
applicable.]

     

    
      	
               
      

            	
              SECTION
      6.    Voting
      Rights.

            


    

     

    The
Purchase Contract Agent may exercise, or refrain from exercising, any and all
voting and other consensual rights pertaining to the [Pledged Preferred
Securities or] Pledged Notes or any part thereof for any purpose not
inconsistent with the terms of this Agreement and in accordance with the terms
of the Purchase Contract Agreement; provided, that the Purchase Contract Agent
shall not exercise or shall not refrain from exercising such right, as the case
may be, if, in the judgment of the Purchase Contract Agent, such action would
impair or otherwise have a material adverse effect on the value of all or any of
the [Pledged Preferred Securities or] Pledged Notes; and provided, further, that
the Purchase Contract Agent shall give the Company and the Collateral Agent at
least five Business Days' prior written notice of the manner in which it intends
to exercise, or its reasons for refraining from exercising, any such
right.  Upon receipt of any notices and other communications in
respect of any [Pledged Preferred Securities or] Pledged Notes, including notice
of any meeting at which holders of the [Preferred Securities or] Notes are
entitled to vote or solicitation of consents, waivers or proxies of holders of
the [Preferred Securities or] Notes, the Collateral Agent shall use reasonable
efforts to send promptly to the Purchase Contract Agent such notice or
communication, and as soon as reasonably practicable after receipt of a written
request therefor from the Purchase Contract Agent, execute and deliver to the
Purchase Contract Agent such proxies and other instruments in respect of such
[Pledged Preferred Securities or] Pledged Notes (in form and substance
satisfactory to the Collateral Agent) as are prepared by the Purchase Contract
Agent with respect to the [Pledged Preferred Securities or] Pledged
Notes.

     

    
      	
               
      

            	
              SECTION
      7.    Rights and
      Remedies.

            


    

     

    
      	
               
      

            	
              SECTION
      7.1    Rights and
      Remedies of the Collateral Agent.

            


    

     

    (a)           In
addition to the rights and remedies specified in Sections 5.5 and 5.7 hereof or
otherwise available at law or in equity, after an event of default (as specified
in Section 7.1(b) below) hereunder, the Collateral Agent shall have all of the
rights and remedies with respect to the Collateral of a secured party under the
UCC (whether or not the UCC is in effect in the jurisdiction where the rights
and remedies are asserted) and the TRADES Regulations and such additional rights
and remedies to which a secured party is entitled under the laws in effect in
any jurisdiction where any rights and remedies hereunder may be
asserted.  Without limiting the generality of the foregoing, such
remedies may include, to the extent permitted by applicable law, (1) retention
of the [Pledged Preferred Securities,] [Pledged Treasury Securities] or the
appropriate Applicable Ownership Interest (as specified in clause (A) of the
definition of such term)] Pledged Notes[, as the case may be,] in full
satisfaction of the Holders' obligations under the Purchase Contracts or (2)
sale of the [Pledged Preferred Securities,] [Pledged Treasury Securities] or the
appropriate Applicable Ownership Interest (as specified in clause (A) of the
definition of such term)] Pledged Notes[, as the case may be] in one or more
public or private sales and application of the proceeds in full satisfaction of
the Holders' obligations under the Purchase Contracts.

     

    (b)           Without
limiting any rights or powers otherwise granted by this Agreement to the
Collateral Agent, in the event the Collateral Agent is unable to make payments
to the Company on account of [the appropriate Applicable Ownership Interest (as
specified in clause (A) of the definition of such term) in the Treasury
Portfolio, or on account of ] principal payments of any Pledged Treasury
Securities as provided in Section 3 hereof, in satisfaction of the Obligations
of the Holder of [the SPC Units (if a Tax Event Redemption has occurred) of
which such appropriate Applicable Ownership Interest (as specified in clause (A)
of the definition of such term) in the Treasury Portfolio or] the Holder of the
Treasury SPC Units of which such Pledged Treasury Securities are a part under
the related Purchase Contracts, the inability to make such payments shall
constitute an event of default hereunder and the Collateral Agent shall have and
may exercise, with reference to such Pledged Treasury Securities or the
appropriate Applicable Ownership Interest (as specified in clause (A) of the
definition of such term) in the Treasury Portfolio, as applicable, and such
Obligations of such Holder, any and all of the rights and remedies available to
a secured party under the UCC and the TRADES Regulations after default by a
debtor, and as otherwise granted herein or under any other law.

     

    (c)           Without
limiting any rights or powers otherwise granted by this Agreement to the
Collateral Agent, the Collateral Agent is hereby irrevocably authorized to
receive and collect all payments of (i) the liquidation amount of the Pledged
Preferred Securities, (ii) the principal amount of the Applicable Ownership
Interest (as specified in clause (A) of the definition of such term) in the
Treasury Portfolio, (iii) the principal amount of the Pledged Notes and (iv) the
principal amount of the Pledged Treasury Securities subject, in each case, to
the provisions of Section 3 hereof, and as otherwise granted
herein.

     

    (d)           The
Purchase Contract Agent individually and as attorney-in-fact for each Holder of
Securities, and each Holder of Securities agrees that, from time to time, upon
the written request of the Collateral Agent, or the Purchase Contract Agent,
such Holder shall execute and deliver such further documents and do such other
acts and things as the Collateral Agent may reasonably request in order to
maintain the Pledge, and the perfection and priority thereof, and to confirm the
rights of the Collateral Agent hereunder.  The Purchase Contract Agent
shall have no liability to any Holder for executing any documents or taking any
such acts requested by the Collateral Agent hereunder, except for liability for
its own negligent acts, its own negligent failure to act or its own willful
misconduct.

     

    
      	
               
      

            	
              SECTION
      7.2    [Substitution
      of Notes.

            


    

     

    If the
Trust shall have been dissolved and liquidated prior to the Purchase Contract
Settlement Date, the Securities Intermediary shall transfer to the Collateral
Agent Notes having a Value equal to the liquidation amount of the Pledged
Preferred Securities for credit to the Collateral Account.  Upon
credit to the Collateral Account of such Notes, the Collateral Agent shall
release the Pledged Preferred Securities from the Collateral Account and shall
promptly transfer the same to the Trust.]

     

    
      	
               
      

            	
              SECTION
      7.3    [Tax Event
      Redemption.

            


    

     

    Upon the
occurrence of a Tax Event Redemption prior to the Purchase Contract Settlement
Date, the Redemption Price payable on the Tax Event Redemption Date with respect
to the Applicable Principal Amount shall be credited to the Collateral Account
by the Property Trustee or, in case there has been a dissolution of the Trust
and the distribution of the related Notes, by the Indenture Trustee, on or prior
to 12:30 p.m., New York City time on such Tax Event Redemption Date, by federal
funds check or wire transfer of immediately available funds.  The
Collateral Agent is hereby authorized to present the Pledged Preferred
Securities or the Pledged Notes for payment as may be required by their
respective terms.  Upon receipt of such funds, the Pledged Preferred
Securities or Pledged Notes, as the case may be, shall be released from the
Collateral Account.  In the event such funds are credited to the
Collateral Account, the Collateral Agent, at the written direction of the
Company, shall instruct the Securities Intermediary to (a) apply an amount equal
to the Redemption Amount of such Redemption Price to purchase the Treasury
Portfolio from the Quotation Agent for credit to the Collateral Account and (b)
promptly remit the remaining portion of such Redemption Price, if any, to the
Purchase Contract Agent for payment to the Holders of SPC Units.]

     

    
      	
               
      

            	
              SECTION 7.4    Substitutions.

            


    

     

    Whenever
a Holder has the right to substitute Treasury Securities, [Preferred Securities]
Notes [the appropriate Applicable Ownership Interest in the Treasury Portfolio,
as the case may be,] or securities entitlements to any of them, for financial
assets held in the Collateral Account, such substitution shall not constitute a
novation of the security interest created hereby.

     

    
      	
               
      

            	
              SECTION 8.    Representations and Warranties;
      Covenants.

            


    

     

    
      	
               
      

            	
              SECTION
      8.1    Representations
      and Warranties.

            


    

     

    Each
Holder from time to time, acting through the Purchase Contract Agent as
attorney-in-fact (it being understood that the Purchase Contract Agent shall not
be liable for any representation or warranty made by or on behalf of a Holder),
hereby represents and warrants to the Collateral Agent (with respect to such
Holder's interest in the Collateral), which representations and warranties shall
be deemed repeated on each day a Holder Transfers Collateral that:

     

    (1)           such
Holder has the power to grant a security interest in and lien on the
Collateral;

     

    (2)           such
Holder is the sole beneficial owner of the Collateral and, in the case of
Collateral delivered in physical form, is the sole holder of such Collateral and
is the sole beneficial owner of, or has the right to Transfer, the Collateral it
Transfers to the Securities Intermediary for credit to the Collateral Account,
free and clear of any security interest, lien, encumbrance, call, liability to
pay money or other restriction other than the security interest and lien granted
under Section 2 hereof;

     

    (3)           upon
the Transfer of the Collateral to the Securities Intermediary for credit to the
Collateral Account, the Collateral Agent, for the benefit of the Company, will
have a valid and perfected first priority security interest therein (assuming
that any central clearing operation or any securities intermediary or other
entity not within the control of the Holder involved in the Transfer of the
Collateral, including the Collateral Agent and the Securities Intermediary,
gives the notices and takes the action required of it hereunder and under
applicable law for perfection of that interest and assuming the establishment
and exercise of control pursuant to Section 4 hereof); and

     

    (4)           the
execution and performance by the Holder of its obligations under this Agreement
will not result in the creation of any security interest, lien or other
encumbrance on the Collateral other than the security interest and lien granted
under Section 2 hereof or violate any provision of any existing law or
regulation applicable to it or of any mortgage, charge, pledge, indenture,
contract or undertaking to which it is a party or which is binding on it or any
of its assets.

     

    
      	
               
      

            	
              SECTION
      8.2    Covenants.

            


    

     

    The
Holders from time to time, acting through the Purchase Contract Agent as their
attorney-in-fact (it being understood that the Purchase Contract Agent shall not
be liable for any covenant made by or on behalf of a Holder), hereby covenant to
the Collateral Agent that for so long as the Collateral remains subject to the
Pledge:

     

    (1)           neither
the Purchase Contract Agent nor such Holders will create or purport to create or
allow to subsist any mortgage, charge, lien, pledge or any other security
interest whatsoever over the Collateral or any part of it other than pursuant to
this Agreement; and

     

    (2)           neither
the Purchase Contract Agent nor such Holders will sell or otherwise dispose (or
attempt to dispose) of the Collateral or any part of it except for the
beneficial interest therein, subject to the Pledge hereunder, transferred in
connection with the Transfer of the Securities.

     

    
      	
               
      

            	
              SECTION
      9.    The Collateral
      Agent and the Securities
Intermediary.

            


    

     

    It is
hereby agreed as follows:

     

    
      	
               
      

            	
              SECTION
      9.1    Appointment,
      Powers and Immunities.

            


    

     

    The
Collateral Agent shall act as agent for the Company hereunder with such powers
as are specifically vested in the Collateral Agent by the terms of this
Agreement, together with such other powers as are reasonably incidental
thereto.  The Collateral Agent shall:

     

    (1)           have
no duties or responsibilities except those expressly set forth in this Agreement
and no implied covenants or obligations shall be inferred from this Agreement
against the Collateral Agent, nor shall the Collateral Agent be bound by the
provisions of any agreement by any party hereto beyond the specific terms
hereof;

     

    (2)           not
be responsible for any recitals contained in this Agreement, or in any
certificate or other document referred to or provided for in, or received by it
under, this Agreement, the Securities or the Purchase Contract Agreement, or for
the value, validity, effectiveness, genuineness, enforceability or sufficiency
of this Agreement (other than as against the Collateral Agent), the Securities
or the Purchase Contract Agreement or any other document referred to or provided
for herein or therein or for any failure by the Company or any other Person
(except the Collateral Agent) to perform any of its obligations hereunder or
thereunder or for the perfection, priority or, except as expressly required
hereby, maintenance of any security interest created hereunder;

     

    (3)           not
be required to initiate or conduct any litigation or collection proceedings
hereunder (except pursuant to directions furnished under Section 9.2 hereof,
subject to Section 9.6 hereof);

     

    (4)           not
be responsible for any action taken or omitted to be taken by it hereunder or
under any other document or instrument referred to or provided for herein or in
connection herewith or therewith, except for its own negligence or willful
misconduct; and

     

    (5)           not
be required to advise any party as to selling or retaining, or taking or
refraining from taking any action with respect to, any securities or other
property deposited hereunder.

     

    Subject
to the foregoing, during the term of this Agreement, the Collateral Agent shall
take all reasonable action in connection with the safekeeping and preservation
of the Collateral hereunder.

     

    No
provision of this Agreement shall require the Collateral Agent to expend or risk
its own funds or otherwise incur any financial liability in the performance of
any of its duties hereunder.  In no event shall the Collateral Agent
be liable for any amount in excess of the Value of the
Collateral.  Notwithstanding the foregoing, each of the Collateral
Agent and the Securities Intermediary in its individual capacity hereby waives
any right of setoff, bankers' lien, liens or perfection rights as securities
intermediary or any counterclaim with respect to any of the
Collateral.

     

    
      	
               
      

            	
              SECTION
      9.2    Instructions of
      the Company.

            


    

     

    The
Company shall have the right, by one or more instruments in writing executed and
delivered to the Collateral Agent, to direct the time, method and place of
conducting any proceeding for the realization of any right or remedy available
to the Collateral Agent, or of exercising any power conferred on the Collateral
Agent, or to direct the taking or refraining from taking of any action
authorized by this Agreement; provided, however, that (i) such direction shall
not conflict with the provisions of any law or of this Agreement and (ii) the
Collateral Agent shall be adequately indemnified as provided
herein.  Nothing contained in this Section 9.2 shall impair the right
of the Collateral Agent in its discretion to take any action or omit to take any
action which it deems proper and which is not inconsistent with such
direction.

     

    
      	
               
      

            	
              SECTION
      9.3    Reliance by
      Collateral Agent and Securities
Intermediary.

            


    

     

    Each of
the Securities Intermediary and the Collateral Agent shall be entitled to rely
upon any certification, order, judgment, opinion, notice or other written
communication (including, without limitation, any thereof by telephone,
telecopy, e-mail or similar electronic media, telex or facsimile) believed by it
to be genuine and correct and to have been signed or sent by or on behalf of the
proper Person or Persons (without being required to determine the correctness of
any fact stated therein) and upon advice and statements of legal counsel and
other experts selected by the Collateral Agent and the Securities
Intermediary.  As to any matters not expressly provided for by this
Agreement, the Collateral Agent and the Securities Intermediary shall in all
cases be fully protected in acting, or in refraining from acting, hereunder in
accordance with instructions given by the Company in accordance with this
Agreement.

     

    
      	
               
      

            	
              SECTION
      9.4    Rights in Other
      Capacities.

            


    

     

    The
Collateral Agent and the Securities Intermediary and their affiliates may
(without having to account therefor to the Company) accept deposits from, lend
money to, make their investments in and generally engage in any kind of banking,
trust or other business with the Purchase Contract Agent or the Securities
Intermediary, as the case may be, any other Person interested herein and any
Holder of Securities (and any of their respective subsidiaries or affiliates) as
if it were not acting as the Collateral Agent or the Securities Intermediary, as
the case may be, and the Collateral Agent, the Securities Intermediary and their
affiliates may accept fees and other consideration from the Purchase Contract
Agent and any Holder of Securities without having to account for the same to the
Company; provided that each of the Securities Intermediary and the Collateral
Agent covenants and agrees with the Company that it shall not accept, receive or
permit there to be created in favor of itself and shall take no affirmative
action to permit there to be created in favor of any other Person, any security
interest, lien or other encumbrance of any kind in or upon the Collateral other
than the lien created by the Pledge.

     

    
      	
               
      

            	
              SECTION
      9.5    Non-Reliance on
      Collateral Agent and Securities
Intermediary.

            


    

     

    Neither
the Securities Intermediary nor the Collateral Agent shall be required to keep
itself informed as to the performance or observance by the Purchase Contract
Agent or any Holder of Securities of this Agreement, the Purchase Contract
Agreement, the Securities or any other document referred to or provided for
herein or therein or to inspect the properties or books of the Purchase Contract
Agent or any Holder of Securities.  Neither the Collateral Agent nor
the Securities Intermediary shall have any duty or responsibility to provide the
Company with any credit or other information concerning the affairs, financial
condition or business of the Purchase Contract Agent or any Holder of Securities
(or any of their respective affiliates) that may come into the possession of the
Collateral Agent or the Securities Intermediary or any of their respective
affiliates.

     

    
      	
               
      

            	
              SECTION
      9.6    Compensation
      and Indemnity.

            


    

     

    The
Company agrees to:

     

    (1)           pay
the Collateral Agent and the Securities Intermediary from time to time such
compensation as shall be agreed in writing between the Company and the
Collateral Agent or the Securities Intermediary, as the case may be, for all
services rendered by them hereunder; and

     

    (2)           indemnify
the Collateral Agent and the Securities Intermediary for, and hold each of them
harmless from and against, any loss, liability or reasonable out-of-pocket
expense incurred without negligence, willful misconduct or bad faith on its
part, arising out of or in connection with the acceptance or administration of
its powers and duties under this Agreement, including the reasonable
out-of-pocket costs and expenses (including reasonable fees and expenses of
counsel) of defending itself against any claim or liability in connection with
the exercise or performance of such powers and duties.

     

    The
Collateral Agent and the Securities Intermediary shall each promptly notify the
Company of any third party claim which may give rise to indemnity hereunder and
give the Company the opportunity to participate in the defense of such claim
with counsel reasonably satisfactory to the indemnified party, and no such claim
shall be settled without the written consent of the Company, which consent shall
not be unreasonably withheld.

     

    
      	
               
      

            	
              SECTION
      9.7    Failure to
      Act.

            


    

     

    In the
event of any ambiguity in the provisions of this Agreement or any dispute
between or conflicting claims by or among the parties hereto or any other Person
with respect to any funds or property deposited hereunder, the Collateral Agent
and the Securities Intermediary shall be entitled, after prompt notice to the
Company and the Purchase Contract Agent, at its sole option, to refuse to comply
with any and all claims, demands or instructions with respect to such property
or funds so long as such dispute or conflict shall continue, and the Collateral
Agent and the Securities Intermediary shall not be or become liable in any way
to any of the parties hereto for its failure or refusal to comply with such
conflicting claims, demands or instructions.  The Collateral Agent and
the Securities Intermediary shall be entitled to refuse to act until
either:

     

    (1)           such
conflicting or adverse claims or demands shall have been finally determined by a
court of competent jurisdiction or settled by agreement between the conflicting
parties as evidenced in a writing satisfactory to the Collateral Agent or the
Securities Intermediary; or

     

    (2)           the
Collateral Agent or the Securities Intermediary shall have received security or
an indemnity satisfactory to it sufficient to save it harmless from and against
any and all loss, liability or reasonable out-of- pocket expense which it may
incur by reason of its acting.

     

    The
Collateral Agent and the Securities Intermediary may in addition elect to
commence an interpleader action or seek other judicial relief or orders as the
Collateral Agent or the Securities Intermediary may deem
necessary.  Notwithstanding anything contained herein to the contrary,
neither the Collateral Agent nor the Securities Intermediary shall be required
to take any action that is in its opinion contrary to law or to the terms of
this Agreement, or which would in its opinion subject it or any of its officers,
employees or directors to liability.

     

    
      	
               
      

            	
              SECTION
      9.8    Resignation of
      Collateral Agent and Securities
  Intermediary.  

            


    

     

    (a)           Subject
to the appointment and acceptance of a successor Collateral Agent as provided
below:

     

    (1)           the
Collateral Agent may resign at any time by giving notice thereof to the Company
and the Purchase Contract Agent as attorney-in-fact for the Holders of
Securities;

     

    (2)           the
Collateral Agent may be removed at any time by the Company; and

     

    (3)           if
the Collateral Agent fails to perform any of its material obligations hereunder
in any material respect for a period of not less than 20 days after receiving
written notice of such failure by the Purchase Contract Agent and such failure
shall be continuing, the Collateral Agent may be removed by the Purchase
Contract Agent.

     

    The
Purchase Contract Agent shall promptly notify the Company of any removal of the
Collateral Agent pursuant to clause (3) of the immediately preceding
sentence.  Upon any such resignation or removal, the Company shall
have the right to appoint a successor Collateral Agent.  If no
successor Collateral Agent shall have been so appointed and shall have accepted
such appointment within 30 days after the retiring Collateral Agent's giving of
notice of resignation or such removal, then the retiring Collateral Agent may
petition any court of competent jurisdiction for the appointment of a successor
Collateral Agent.  The Collateral Agent shall be a bank which has an
office in New York City with a combined capital and surplus of at least
$50,000,000 and shall not be the Purchase Contract Agent or any of its
affiliates.  Upon the acceptance of any appointment as Collateral
Agent hereunder by a successor Collateral Agent, such successor Collateral Agent
shall thereupon succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Collateral Agent, and the retiring
Collateral Agent shall take all appropriate action to transfer any money and
property held by it hereunder (including the Collateral) to such successor
Collateral Agent.  The retiring Collateral Agent shall, upon such
succession, be discharged from its duties and obligations as Collateral Agent
hereunder.  After any retiring Collateral Agent's resignation
hereunder as Collateral Agent, the provisions of this Section 9 shall continue
in effect for its benefit in respect of any actions taken or omitted to be taken
by it while it was acting as the Collateral Agent.

     

    (b)           Subject
to the appointment and acceptance of a successor Securities Intermediary as
provided below:

     

    (1)           the
Securities Intermediary may resign at any time by giving notice thereof to the
Company and the Purchase Contract Agent as attorney- in-fact for the Holders of
Securities;

     

    (2)           the
Securities Intermediary may be removed at any time by the Company;
and

     

    (3)           if
the Securities Intermediary fails to perform any of its material obligations
hereunder in any material respect for a period of not less than 20 days after
receiving written notice of such failure by the Purchase Contract Agent and such
failure shall be continuing, the Securities Intermediary may be removed by the
Purchase Contract Agent.

     

    The
Purchase Contract Agent shall promptly notify the Company of any removal of the
Securities Intermediary pursuant to clause (3) of the immediately preceding
sentence.  Upon any such resignation or removal, the Company shall
have the right to appoint a successor Securities Intermediary.  If no
successor Securities Intermediary shall have been so appointed and shall have
accepted such appointment within 30 days after the retiring Securities
Intermediary's giving of notice of resignation or such removal, then the
retiring Securities Intermediary may petition any court of competent
jurisdiction for the appointment of a successor Securities
Intermediary.  The Securities Intermediary shall be a bank which has
an office in New York City with a combined capital and surplus of at least
$50,000,000 and shall not be the Purchase Contract Agent or any of its
affiliates.  Upon the acceptance of any appointment as Securities
Intermediary hereunder by a successor Securities Intermediary, such successor
Securities Intermediary shall thereupon succeed to and become vested with all
the rights, powers, privileges and duties of the retiring Securities
Intermediary, and the retiring Securities Intermediary shall take all
appropriate action to transfer any money and property held by it hereunder
(including the Collateral) to such successor Securities
Intermediary.  The retiring Securities Intermediary shall, upon such
succession, be discharged from its duties and obligations as Securities
Intermediary hereunder.  After any retiring Securities Intermediary's
resignation hereunder as Securities Intermediary, the provisions of this Section
9 shall continue in effect for its benefit in respect of any actions taken or
omitted to be taken by it while it was acting as the Securities
Intermediary.

     

    
      	
               
      

            	
              SECTION
      9.9    Right to
      Appoint Agent or Advisor.

            


    

     

    The
Collateral Agent shall have the right to appoint agents or advisors in
connection with any of its duties hereunder, and the Collateral Agent shall not
be liable for any action taken or omitted by, or in reliance upon the advice of,
such agents or advisors selected in good faith.  The appointment of
agents pursuant to this Section 9.9 shall be subject to prior consent of the
Company, which consent shall not be unreasonably withheld.

     

    
      	
               
      

            	
              SECTION
      9.10    Survival.

            


    

     

    The
provisions of this Section 9 shall survive termination of this Agreement and the
resignation or removal of the Collateral Agent or the Securities
Intermediary.

     

    
      	
               
      

            	
              SECTION
      9.11    Exculpation.

            


    

     

    Anything
contained in this Agreement to the contrary notwithstanding, in no event shall
the Collateral Agent or the Securities Intermediary or their officers,
directors, employees or agents be liable under this Agreement to any third party
for indirect, special, punitive, or consequential loss or damage of any kind
whatsoever, including lost profits, whether or not the likelihood of such loss
or damage was known to the Collateral Agent or the Securities Intermediary, or
any of them, incurred without any act or deed that is found to be attributable
to gross negligence or willful misconduct on the part of the Collateral Agent or
the Securities Intermediary.

     

    
      	
               
      

            	
              SECTION
      10.    Amendment.

            


    

     

    
      	
               
      

            	
              SECTION
      10.1    Amendment
      Without Consent of Holders.

            


    

     

    Without
the consent of any Holders, the Company, the Collateral Agent, the Securities
Intermediary and the Purchase Contract Agent, at any time and from time to time,
may amend this Agreement, in form satisfactory to the Company, the Collateral
Agent, the Securities Intermediary and the Purchase Contract Agent,
to:

     

    (1)           evidence
the succession of another Person to the Company, and the assumption by any such
successor of the covenants of the Company;

     

    (2)           evidence
and provide for the acceptance of appointment hereunder by a successor
Collateral Agent, Securities Intermediary or Purchase Contract
Agent;

     

    (3)           add
to the covenants of the Company for the benefit of the Holders, or surrender any
right or power herein conferred upon the Company, provided such covenants or
such surrender do not adversely affect the validity, perfection or priority of
the Pledge created hereunder; or

     

    (4)           cure
any ambiguity (or formal defect), correct or supplement any provisions herein
which may be inconsistent with any other such provisions herein, or make any
other provisions with respect to such matters or questions arising under this
Agreement, provided such action shall not adversely affect the interests of the
Holders.

     

    
      	
               
      

            	
              SECTION
      10.2    Amendment With
      Consent of Holders.

            


    

     

    With the
consent of the Holders of not less than a majority of the Purchase Contracts at
the time outstanding, by Act of such Holders delivered to the Company, the
Purchase Contract Agent, the Securities Intermediary and the Collateral Agent,
the Company, the Purchase Contract Agent, the Securities Intermediary and the
Collateral Agent may amend this Agreement for the purpose of modifying in any
manner the provisions of this Agreement or the rights of the Holders in respect
of the Securities; provided, however, that no such supplemental agreement shall,
without the unanimous consent of the Holders of each Outstanding Security
adversely affected thereby:

     

    (1)           change
the amount or type of Collateral underlying a Security, impair the right of the
Holder of any Security to receive distributions on the underlying Collateral or
otherwise adversely affect the Holder's rights in or to such
Collateral;

     

    (2)           otherwise
effect any action that would require the consent of the Holder of each
Outstanding Security affected thereby pursuant to the Purchase Contract
Agreement if such action were effected by an agreement supplemental thereto;
or

     

    (3)           reduce
the percentage of Purchase Contracts the consent of whose Holders is required
for any such amendment;

     

    provided
that if any amendment or proposal referred to above would adversely affect only
the SPC Units or only the Treasury SPC Units, then only the affected class of
Holders( as of the record date, if any) for the Holders entitled to vote thereon
will be entitled to vote on such amendment or proposal, and such amendment or
proposal shall not be effective except with the consent of Holders of not less
than a majority of such class; provided, further, that the unanimous consent of
the Holders of each outstanding Purchase Contract of such class affected thereby
shall be required to approve any amendment or proposal specified in clauses (1)
through (3) above.

     

    It shall
not be necessary for any Act of Holders under this Section to approve the
particular form of any proposed amendment, but it shall be sufficient if such
Act shall approve the substance thereof.

     

    
      	
               
      

            	
              SECTION
      10.3    Execution of
      Amendments.

            


    

     

    In
executing any amendment permitted by this Section, the Collateral Agent, the
Securities Intermediary and the Purchase Contract Agent shall be entitled to
receive and (subject to Section 7.1 of the Purchase Contract Agreement with
respect to the Purchase Contract Agent) shall be fully protected in relying
upon, an Opinion of Counsel stating that the execution of such amendment is
authorized or permitted by this Agreement and that all conditions precedent, if
any, to the execution and delivery of such amendment have been
satisfied.

     

    
      	
               
      

            	
              SECTION
      10.4    Effect of
      Amendments.

            


    

     

    Upon the
execution of any amendment under this Section, this Agreement shall be modified
in accordance therewith, and such amendment shall form a part of this Agreement
for all purposes; and every Holder of Certificates theretofore or thereafter
authenticated, executed on behalf of the Holders and delivered under the
Purchase Contract Agreement shall be bound thereby.

     

    
      	
               
      

            	
              SECTION
      10.5    Reference to
      Amendments.

            


    

     

    Certificates
authenticated, executed on behalf of the Holders and delivered after the
execution of any amendment pursuant to this Section may, and shall if required
by the Collateral Agent or the Purchase Contract Agent, bear a notation in form
approved by the Purchase Contract Agent and the Collateral Agent as to any
matter provided for in such amendment.  If the Company shall so
determine, new Security Certificates so modified as to conform, in the opinion
of the Collateral Agent, the Purchase Contract Agent and the Company, to any
such amendment may be prepared and executed by the Company and authenticated,
executed on behalf of the Holders and delivered by the Purchase Contract Agent
in accordance with the Purchase Contract Agreement in exchange for Outstanding
Security Certificates.

     

    
      	
               
      

            	
              SECTION
      11.    Miscellaneous.

            


    

     

    
      	
               
      

            	
              SECTION
      11.1    No
      Waiver.

            


    

     

    No
failure on the part of the Collateral Agent or any of its agents to exercise,
and no course of dealing with respect to, and no delay in exercising, any right,
power or remedy hereunder shall operate as a waiver thereof; nor shall any
single or partial exercise by the Collateral Agent or any of its agents of any
right, power or remedy hereunder preclude any other or further exercise thereof
or the exercise of any other right, power or remedy.  The remedies
herein are cumulative and are not exclusive of any remedies provided by
law.

     

    
      	
               
      

            	
              SECTION
      11.2    Governing
      Law.

            


    

     

    THIS
AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK.

     

    The
Company, the Collateral Agent, the Securities Intermediary and the Holders from
time to time of the Securities, acting through the Purchase Contract Agent as
their attorney-in-fact, hereby submit to the nonexclusive jurisdiction of the
United States District Court for the Southern District of New York and of any
New York state court sitting in New York City for the purposes of all legal
proceedings arising out of or relating to this Agreement or the transactions
contemplated hereby.  The Company, the Collateral Agent, the
Securities Intermediary and the Holders from time to time of the Securities,
acting through the Purchase Contract Agent as their attorney-in-fact,
irrevocably waive, to the fullest extent permitted by applicable law, any
objection which they may now or hereafter have to the laying of the venue of any
such proceeding brought in such a court and any claim that any such proceeding
brought in such a court has been brought in an inconvenient forum.

     

    
      	
               
      

            	
              SECTION
      11.3    Notices.

            


    

     

    All
notices, requests, consents and other communications provided for herein
(including, without limitation, any modifications of, or waivers or consents
under, this Agreement) shall be given or made in writing (including, without
limitation, by telecopy) delivered to the intended recipient at the "Address for
Notices" specified below its name on the signature pages hereof or, as to any
party, at such other address as shall be designated by such party in a notice to
the other parties (or in the case of Holders, as may be made and deemed given as
provided in Section 1.6 of the Purchase Contract Agreement).  Except
as otherwise provided in this Agreement, all such communications shall be deemed
to have been duly given when transmitted by telecopier or personally delivered
or, in the case of a mailed notice, upon receipt, in each case given or
addressed as aforesaid.

     

    
      	
               
      

            	
              SECTION
      11.4    Successors and
      Assigns.

            


    

     

    This
Agreement shall be binding upon and inure to the benefit of the respective
successors and assigns of the Company, the Collateral Agent, the Securities
Intermediary and the Purchase Contract Agent, and the Holders from time to time
of the Securities, by their acceptance of the same, shall be deemed to have
agreed to be bound by the provisions hereof and to have ratified the agreements
of, and the grant of the Pledge hereunder by, the Purchase Contract
Agent.

     

    
      	
               
      

            	
              SECTION
      11.5    Counterparts.

            


    

     

    This
Agreement may be executed in any number of counterparts, all of which taken
together shall constitute one and the same instrument, and any of the parties
hereto may execute this Agreement by signing any such counterpart.

     

    
      	
               
      

            	
              SECTION
      11.6    Severability.

            


    

     

    If any
provision hereof is invalid and unenforceable in any jurisdiction, then, to the
fullest extent permitted by law, (i) the other provisions hereof shall remain in
full force and effect in such jurisdiction and shall be liberally construed in
order to carry out the intentions of the parties hereto as nearly as may be
possible and (ii) the invalidity or unenforceability of any provision hereof in
any jurisdiction shall not affect the validity or enforceability of such
provision in any other jurisdiction.

     

    
      	
               
      

            	
              SECTION
      11.7    Expenses,
      etc.

            


    

     

    The
Company agrees to reimburse the Collateral Agent and the Securities Intermediary
for:

     

    (1)           all
reasonable out-of-pocket costs and expenses of the Collateral Agent and the
Securities Intermediary (including, without limitation, the reasonable fees and
expenses of counsel to the Collateral Agent and the Securities Intermediary), in
connection with (i) the negotiation, preparation, execution and delivery or
performance of this Agreement and (ii) any modification, supplement or waiver of
any of the terms of this Agreement;

     

    (2)           all
reasonable costs and expenses of the Collateral Agent and the Securities
Intermediary (including, without limitation, reasonable fees and expenses of
counsel) in connection with (i) any enforcement or proceedings resulting or
incurred in connection with causing any Holder of Securities to satisfy its
obligations under the Purchase Contracts forming a part of the Securities and
(ii) the enforcement of this Section 11.7; and

     

    (3)           all
transfer, stamp, documentary or other similar taxes, assessments or charges
levied by any governmental or revenue authority in respect of this Agreement or
any other document referred to herein and all costs, expenses, taxes,
assessments and other charges incurred in connection with any filing,
registration, recording or perfection of any security interest contemplated
hereby.

     

    
      	
               
      

            	
              SECTION
      11.8    Security
      Interest Absolute.

            


    

     

    All
rights of the Collateral Agent and security interests hereunder, and all
obligations of the Holders from time to time hereunder, shall be absolute and
unconditional irrespective of:

     

    (1)           any
lack of validity or enforceability of any provision of the Purchase Contracts or
the Securities or any other agreement or instrument relating
thereto;

     

    (2)           any
change in the time, manner or place of payment of, or any other term of, or any
increase in the amount of, all or any of the obligations of Holders of the
Securities under the related Purchase Contracts, or any other amendment or
waiver of any term of, or any consent to any departure from any requirement of,
the Purchase Contract Agreement or any Purchase Contract or any other agreement
or instrument relating thereto; or

     

    (3)           any
other circumstance which might otherwise constitute a defense available to, or
discharge of, a borrower, a guarantor or a pledgor.

     

    
      	
               
      

            	
              SECTION
      11.9    Notice of a Tax
      Event, Tax Event Redemption and Termination
  Event

            


    

     

    Upon the
occurrence of a Tax Event, a Tax Event Redemption or a Termination Event, the
Company shall deliver written notice to the Collateral Agent and the Securities
Intermediary.  Upon the written request of the Collateral Agent or the
Securities Intermediary, the Company shall inform such party whether or not a
Tax Event, a Tax Event Redemption or a Termination Event has
occurred.

     

    


     

    IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the day and year first above
written.

     

    
      	
              AMERICAN
      ELECTRIC POWER COMPANY, INC.

            	
               ______________________________,
      as Purchase Contract Agent and as attorney-in- fact of the Holders from
      time to time of the Securities

            
	
              By:
      __________________________________

              Name:

              Title:

            	
              By:
      __________________________________

              Name:

              Title:

            
	
              Address
      for Notices:

               

               

               

              Attention:

              Telecopy:

            	
              Address
      for Notices:

               

               

               

              Attention:

              Telecopy:

            
	
              _____________________,
      as Collateral Agent

            	
              ___________________,
      as Securities Intermediary

            
	
              By:_________________________________

              Name:

              Title:

            	
              By:__________________________________

              Name:

              Title:

            
	
              Address
      for Notices:

               

               

              Attention:

              Telecopy:

            	
              Address
      for Notices:

               

               

              Attention:

              Telecopy:

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT
A

     

    INSTRUCTION

    FROM
PURCHASE CONTRACT AGENT

    TO
COLLATERAL AGENT

    (Establishment
of Treasury SPC Units)

     

    


    __________________________
__________________________
__________________________

    Attention:__________________                             

    Telecopy:__________________

    


     

    
      	
               
      

            	
              Re:

            	
              SPC
      Units of American Electric Power Company, Inc. (the "Company") and [______
      ______________]
[____________________]

            


    

     

    Please
refer to the Pledge Agreement, dated as of ____________________________
(the "Pledge Agreement"), among the Company, you, as Collateral
Agent,_____________________, as Securities Intermediary, and the undersigned, as
Purchase Contract Agent and as attorney-in-fact for the holders of SPC Units
from time to time.  Capitalized terms used herein but not defined
shall have the meaning set forth in the Pledge Agreement.

     

    We hereby
notify you in accordance with Section 5.2 of the Pledge Agreement that the
holder of securities named below (the "Holder") has elected to substitute
$__________ Value of Treasury Securities or securities entitlements thereto in
exchange for an equal Value of Pledged [Preferred Securities] [Notes] and has
delivered to the undersigned a notice stating that the Holder has Transferred
such Treasury Securities or securities entitlements thereto to the Securities
Intermediary, for credit to the Collateral Account.

     

    We hereby
request that you instruct the Securities Intermediary, upon confirmation that
such Treasury Securities or securities entitlements thereto have been credited
to the Collateral Account, to release to the undersigned an equal Value of
Pledged [Preferred Securities] [Notes] in accordance with Section 5.2 of the
Pledge Agreement.  [We also hereby confirm that no Tax Event
Redemption has occurred.]

     

                                            _____________________________

                                By:____________________________

                                                Name:

                                                Title:

     

    Date:

     

    Please
print name and address of Holder electing to substitute Treasury Securities or
securities entitlements thereto for the Pledged [Preferred Securities]
[Notes]:

     

    
      	
              ________________________________

              Name

            	
              _________________________________________Social
      Security or other Taxpayer Identification Number, if
  any

            


    

    _________________________

    Address

    _________________________

    _________________________

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT
B

     

    INSTRUCTION

    FROM
COLLATERAL AGENT

    TO
SECURITIES INTERMEDIARY

    (Establishment
of Treasury SPC Units)

    _______________________
_______________________

    _______________________

    Attention:_______________       

    Telecopy:_______________       

    


     

    
      	
               
      

            	
              Re:

            	
              SPC
      Units of American Electric Power Company, Inc. (the "Company") Securities
      Account No. ____. entitled "_______________________,
      as Collateral Agent, Securities Account (American Electric Power Company,
      Inc.)" (the "Collateral Account")

            	
               

            


    

     

    Please
refer to the Pledge Agreement, dated as of ____________________ (the
"Pledge Agreement"), among the Company, you, as Securities
Intermediary,____________________, as Purchase Contract Agent and as
attorney-in-fact for the holders of SPC Units from time to time, and the
undersigned, as Collateral Agent.  Capitalized terms used herein but
not defined shall have the meanings set forth in the Pledge
Agreement.

     

    When you
have confirmed that $__________ Value of Treasury Securities or securities
entitlements thereto has been credited to the Collateral Account by or for the
benefit of _________, as Holder of SPC Units (the "Holder"), you are hereby
instructed to release from the Collateral Account an equal Value of [Preferred
Securities] [Notes] or securities entitlements thereto by Transfer to the
Purchase Contract Agent.

     

    _______________________________


     

     

                        By:           ____________________________________

                                                        Name:

                                                        Title:

     

    Dated:__________________________

     

    Please
print name and address of Holder:

     

    
      	
              ________________________________

              Name

            	
              _________________________________________Social
      Security or other Taxpayer Identification Number, if
  any

            


    

    _________________________

    Address

    _________________________

    _________________________

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT
C

     

    INSTRUCTION

    FROM
PURCHASE CONTRACT AGENT

    TO
COLLATERAL AGENT

    (Reestablishment
of SPC Units )

     

    


    Attention:

    Telecopy:

     

    
      	
               
      

            	
              Re:

            	
              SPC
      Units of American Electric Power Company, Inc. (the "Company") and [______
      ______________]
[____________________]

            


    

     

    Please
refer to the Pledge Agreement, dated as of  ______________________
(the "Pledge Agreement"), among the Company, you, as Collateral
Agent,______________________, as Securities Intermediary, and the undersigned,
as Purchase Contract Agent and as attorney-in-fact for the holders of SPC Units
from time to time.  Capitalized terms used herein but not defined
shall have the meanings set forth in the Pledge Agreement.

     

    We hereby
notify you in accordance with Section 5.3(a) of the Pledge Agreement that the
holder of securities listed below (the "Holder") has elected to substitute
$__________ Value of [Preferred Securities] [Notes] or securities entitlements
thereto in exchange for $__________ Value of Pledged Treasury Securities and has
delivered to the undersigned a notice stating that the Holder has Transferred
such [Preferred Securities] [Notes] or securities entitlements thereto to the
Securities Intermediary, for credit to the Collateral Account.

     

    We hereby
request that you instruct the Securities Intermediary, upon confirmation that
such [Preferred Securities] [Notes] or securities entitlements thereto have been
credited to the Collateral Account, to release to the undersigned $__________
Value of Treasury Securities or securities entitlements thereto related to _____
Treasury SPC Units of such Holder in accordance with Section 5.3(a) of the
Pledge Agreement.  [We also hereby confirm that no Tax Event
Redemption has occurred.]

     

                                    ______________________________

     

    


                                                                    By:           ____________________________________

                                                                         Name:

                                                Title:

     

    Dated:_______________________                

     

    Please
print name and address of Holder electing to substitute Pledged [Preferred
Securities] [Notes] or securities entitlements thereto for Pledged Treasury
Securities:

     

    
      	
              ________________________________

              Name

            	
              _________________________________________Social
      Security or other Taxpayer Identification Number, if
  any

            


    

    _________________________

    Address

    _________________________

    _________________________

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT
D

     

    INSTRUCTION

    FROM
COLLATERAL AGENT

    TO
SECURITIES INTERMEDIARY

    (Reestablishment
of SPC Units)

     

     

    ______________________
______________________
______________________

    Attention:______________          

    Telecopy:______________         

    


     

    
      
        	
                 
      

              	
                Re:

              	
                SPC
      Units of American Electric Power Company, Inc. (the "Company") Securities
      Account No. _____. entitled "____________________,
      as Collateral Agent, Securities Account (American Electric Power Company,
      Inc.)" (the "Collateral
Account")

              


      

    

     

    Please
refer to the Pledge Agreement, dated as of ______________________________
(the "Pledge Agreement"), among the Company, you, as Securities
Intermediary,____________________, as Purchase Contract Agent and as
attorney-in-fact for the holders of SPC Units from time to time, and the
undersigned, as Collateral Agent.  Capitalized terms used herein but
not defined shall have the meanings set forth in the Pledge
Agreement.

     

    When you
have confirmed that $_________ Value of [Preferred Securities] [Notes] or
securities entitlements thereto has been credited to the Collateral Account by
or for the benefit of _________, as Holder of SPC Units (the "Holder"), you are
hereby instructed to release from the Collateral Account $__________ Value of
Treasury Securities or securities entitlements thereto by Transfer to the
Purchase Contract Agent.

     

    ________________________________________

     

     

                        By:           ____________________________________

                                                              Name:

                                                              Title:

     

    Dated:__________________________

     

    Please
print name and address of Holder:

     

    
      	
              ________________________________

              Name

            	
              _________________________________________Social
      Security or other Taxpayer Identification Number, if
  any

            


    

    _________________________

    Address

    _________________________

    _________________________

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT  E

     

    NOTICE OF
CASH SETTLEMENT FROM SECURITIES INTERMEDIARY

    TO
PURCHASE CONTRACT AGENT

    (Cash
Settlement Amounts)

     

    ______________________________

    ____________________

    New York,
New York  _____

    Attention:__________________   

    Telecopy:__________________

    


     

    
      	
               
      

            	
              Re:

            	
              SPC
      Units of American Electric Power Company, Inc. (the "Company") and [______
      __________________]
[____________________]

            


    

     

    Please
refer to the Pledge Agreement, dated as
of __________________________ the "Pledge Agreement"), among you, the
Company,______________________, as Collateral Agent and the undersigned, as
Securities Intermediary.  Unless otherwise defined herein, terms
defined in the Pledge Agreement are used herein as defined therein

     

    In
accordance with Section 5.5(d) of the Pledge Agreement, we hereby notify you
that as of 11:00 a.m., [on the fifth Business Day immediately preceding the
Purchase Contract Settlement Date], we have received (i) $_____ in immediately
available funds paid in an aggregate amount equal to the Purchase Price owing to
the Company on the Purchase Contract Settlement Date with respect to __________
SPC Units and (ii) $_________ in immediately available funds paid in an
aggregate amount equal to the Purchase Price owing to the Company on the
Purchase Contract Settlement Date with respect to ______ Treasury SPC
Units.

     

    ________________________________


     

     

                        By:           ____________________________________

                                                                Name:

                                                                Title:

     

    Dated:__________________________