exhibit4d.htm


    Exhibit
4(d)

     

    


     

    AMERICAN
ELECTRIC POWER COMPANY, INC

     

    Company
Order No. 1

    


    


    


                                        March 20,
2008

    


    


    THE BANK
OF NEW YORK,

    as
Trustee under the Subordinated Indenture

    (as
defined below)

    101
Barclay Street, Floor 8W

    New York,
New York 10286

    


    Attention:
Corporate Trust Administration

    


    You are
hereby requested, pursuant to Section 303 of the Indenture dated as of March 1,
2008 (“Subordinated Indenture”) from American Electric Power Company, Inc.
(“Company”) to you as Trustee, to authenticate global certificate No. R-1 which
represents $315,000,000 aggregate principal amount of the Company’s 8.75% Junior
Subordinated Debentures (“Subordinated Debentures”), as delivered herewith in
fully executed form and registered in the name of Cede & Co., as nominee for
The Depository Trust Company, and when authenticated, deliver to The Bank of New
York, as custodian for The Depository Trust Company. All capitalized terms not
defined herein which are defined in the Subordinated Indenture shall have the
same meaning as used in the Subordinated Indenture.

     

    In
connection with this Company Order No. 1, there have been delivered to you
previously or are delivered to you herewith the following:

     

    
      	
              1.  

            	
              Certified
      Board Resolutions approving a form of the Officer’s Certificate
      establishing the form, terms and conditions of the Subordinated Debentures
      pursuant to Section 303(a) of the Subordinated Indenture and authorizing
      the Chairman of the Board, the Vice Chairman, President, the Vice
      President, the Treasurer or the Assistant Treasurer of the Company to
      approve and accept the final financial terms and conditions of the
      issuance of the Subordinated Debentures and to execute and deliver the
      Officer’s Certificate containing such additional terms and
      conditions;

            


    

     

    
      	
              2.  

            	
              An
      Officer’s Certificate, dated March 20, 2008, with respect to the
      Subordinated Debentures establishing the form of the Subordinated
      Debentures of such series and the terms of the Subordinated Debentures of
      such series pursuant to Sections 303(a), 201 and 102 of the Subordinated
      Indenture and the Board Resolutions referred to in paragraph
      1;

            


    

     

    
      	
              3.  

            	
              Global
      certificate No. R-l which represents $315,000,000 aggregate principal
      amount of the 8.75% Junior Subordinated Debentures, executed on behalf of
      the Company by an Authorized Officer pursuant to the provisions of Section
      303(c) of the Subordinated Indenture;
and

            


    

     

    
      	
              4.  

            	
              Opinion
      of Counsel pursuant to Sections 303(d) and 102 of the Subordinated
      Indenture.

            


    

     

    Please
acknowledge receipt of the aforementioned items below.

    


    AMERICAN
ELECTRIC POWER COMPANY, INC

    


    


    By: /s/ Julia A.
Sloat

    Name:
Julia A. Sloat

    Title:
Treasurer

    


    


    


    RECEIPT
of the aforementioned

    items is
hereby acknowledged.

    


    THE BANK
OF NEW YORK

    as
Trustee under the Subordinated Indenture

    By: /s/ Mary K.
LaGumina

    Name:
Mary K. LaGumina

    Title:
Vice President

    
      
      

    

    Dated:
March 20, 2008