EXHIBIT 4(c)

May 5, 2003


                     Company Order and Officers' Certificate
                     3.60% Senior Notes, Series G, due 2008
                     5.95% Senior Notes, Series H, due 2033


The Bank of New York, as Trustee
101 Barclay Street
New York, New York 10286

Ladies and Gentlemen:

Pursuant to Article Two of the Indenture, dated as of January 1, 1998 (as it may
be amended or supplemented, the "Indenture"), from Appalachian Power Company
(the "Company") to The Bank of New York, as trustee (the "Trustee"), and the
Board Resolutions dated January 23, 2003, a copy of which certified by the
Secretary or an Assistant Secretary of the Company is being delivered herewith
under Section 2.01 of the Indenture, and unless otherwise provided in a
subsequent Company Order pursuant to Section 2.04 of the Indenture,

                  1. the Company's 3.60% Senior Notes, Series G, due 2008 (the
                  "Series G Notes") and 5.95% Senior Notes, Series H, due 2033
                  (the "Series H Notes") are hereby established. The Series G
                  Notes and the Series H Notes are collectively referred to
                  herein as the "Notes"). The Notes shall be in substantially
                  the forms attached hereto as Exhibits 1 and 2.

                  2. the terms and characteristics of the Notes shall be as
                  follows (the numbered clauses set forth below corresponding to
                  the numbered subsections of Section 2.01 of the Indenture,
                  with terms used and not defined herein having the meanings
                  specified in the Indenture):

                  (i) the aggregate principal amount of Notes which may be
                  authenticated and delivered under the Indenture shall be
                  limited to $200,000,000 for the Series G Notes and
                  $200,000,000 for the Series H Notes, except as contemplated in
                  Section 2.01(i) of the Indenture;

                  (ii) the date on which the principal of the Series G Notes
                  shall be payable shall be May 15, 2008 and the date on which
                  the principal of the Series H Notes shall be payable shall be
                  May 15, 2033;

                  (iii) interest shall accrue from the date of authentication of
                  the Notes; the Interest Payment Dates on which such interest
                  will be payable shall be May 15 and November 15, and the
                  Regular Record Date for the determination of holders to whom
                  interest is payable on any such Interest Payment Date shall be
                  the April 30 or October 31 preceding the relevant Interest
                  Payment Date; provided that the first Interest Payment Date
                  shall be November 15, 2003 and interest payable on the Stated
                  Maturity Date or any Redemption Date shall be paid to the
                  Person to whom principal shall be paid;

                  (iv) the interest rate at which the Series G Notes shall bear
                  interest shall be 3.60% per annum and the interest rate at
                  which the Series H Notes shall bear interest shall be 5.95%
                  per annum;

                  (v) the Notes shall be redeemable at the option of the
                  Company, in whole at any time or in part from time to time,
                  upon not less than thirty but not more than sixty days'
                  previous notice given by mail to the registered owners of the
                  Notes at a redemption price equal to the greater of (i) 100%
                  of the principal amount of the Notes being redeemed and (ii)
                  the sum of the present values of the remaining scheduled
                  payments of principal and interest on the Notes being redeemed
                  (excluding the portion of any such interest accrued to the
                  date of redemption) discounted (for purposes of determining
                  present value) to the redemption date on a semi-annual basis
                  (assuming a 360-day year consisting of twelve 30-day months)
                  at the Treasury Rate (as defined below) plus 15 basis points
                  for the Series G Notes and 25 basis points for the Series H
                  Notes, plus, in each case, accrued interest thereon to the
                  date of redemption.

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

                  "Comparable Treasury Issue" means the United States Treasury
                  security selected by an Independent Investment Banker as
                  having a maturity comparable to the remaining term of the
                  Notes that would be utilized, at the time of selection and in
                  accordance with customary financial practice, in pricing new
                  issues of corporate debt securities of comparable maturity to
                  the remaining term of the Notes.

                  "Comparable Treasury Price" means, with respect to any
                  redemption date, (i) the average of the bid and asked prices
                  for the Comparable Treasury Issue (expressed in each case a
                  percentage of its principal amount) on the third Business Day
                  preceding such redemption date, as set forth in the daily
                  statistical release (or any successor release) published by
                  the Federal Reserve Bank of New York and designated "Composite
                  3:30 p.m. Quotations for U. S. Government Securities" or (ii)
                  if such release (or any successor release) is not published or
                  does not contain such prices on such third Business Day, the
                  Reference Treasury Dealer Quotation for such redemption date.

                  "Independent Investment Banker" means one of the Reference
                  Treasury Dealers appointed by the Company and reasonably
                  acceptable to the Trustee.

                  "Reference Treasury Dealer" means a primary U.S. government
                  securities dealer in New York City selected by the Company and
                  reasonably acceptable to the Trustee.

                  "Reference Treasury Dealer Quotation" means, with respect to
                  the Reference Treasury Dealer and any redemption date, the
                  average, as determined by the Trustee, of the bid and asked
                  prices for the Comparable Treasury Issue (expressed in each
                  case as a percentage of its principal amount) quoted in
                  writing to the Trustee by such Reference Treasury Dealer at or
                  before 5:00 p.m., New York City time, on the third Business
                  Day preceding such redemption date.

                  (vi) (a) the Notes shall be issued in the form of a Global
                  Note; (b) the Depositary for such Global Note shall be The
                  Depository Trust Company; and (c) the procedures with respect
                  to transfer and exchange of Global Notes shall be as set forth
                  in the form of Note attached hereto;

                  (vii) the title of the Series G Notes shall be "3.60% Senior
                  Notes, Series G, due 2008" and the title of the Series H Notes
                  shall be "5.95% Senior Notes, Series H, due 2033";

                  (viii) the form of the Notes shall be as set forth in
                  Paragraph 1, above;

                  (ix) not applicable;

                  (x) the Notes shall not be subject to a Periodic Offering;

                  (xi) not applicable;

                  (xii) not applicable;

                  (xiii) not applicable;

                  (xiv) the Notes shall be issuable in denominations of $1,000
                  and any integral multiple thereof;

                  (xv) not applicable;

                  (xvi) the Notes shall not be issued as Discount Securities;

                  (xvii) not applicable;

                  (xviii) not applicable; and

                  (xix) So long as any of the Notes are outstanding, the Company
                  will not create or suffer to be created or to exist any
                  additional mortgage, pledge, security interest, or other lien
                  (collectively "Liens") on any of its utility properties or
                  tangible assets now owned or hereafter acquired to secure any
                  indebtedness for borrowed money ("Secured Debt"), without
                  providing that the Notes will be similarly secured. This
                  restriction does not apply to the Company's subsidiaries, nor
                  will it prevent any of them from creating or permitting to
                  exist Liens on their property or assets to secure any Secured
                  Debt. Further, this restriction on Secured Debt does not apply
                  to the Company's existing first mortgage bonds that have
                  previously been issued under its Indenture, dated December 1,
                  1940, between the Company and Bankers Trust Company and R.
                  Gregory Page, as Trustees or any indenture supplemental
                  thereto; provided that this restriction will apply to future
                  issuances thereunder (other than issuances of refunding first
                  mortgage bonds). In addition, this restriction does not
                  prevent the creation or existence of:

                           (a) Liens on property existing at the time of
                  acquisition or construction of such property (or created
                  within one year after completion of such acquisition or
                  construction), whether by purchase, merger, construction or
                  otherwise, or to secure the payment of all or any part of the
                  purchase price or construction cost thereof, including the
                  extension of any Liens to repairs, renewals, replacements,
                  substitutions, betterments, additions, extensions and
                  improvements then or thereafter made on the property subject
                  thereto;

                           (b) Financing of the Company's accounts receivable
                  for electric service;

                           (c) Any extensions, renewals or replacements (or
                  successive extensions, renewals or replacements), in whole or
                  in part, of liens permitted by the foregoing clauses; and

                           (d) The pledge of any bonds or other securities at
                  any time issued under any of the Secured Debt permitted by the
                  above clauses.

                  In addition to the permitted issuances above, Secured Debt not
                  otherwise so permitted may be issued in an amount that does
                  not exceed 15% of Net Tangible Assets as defined below.

                  "Net Tangible Assets" means the total of all assets (including
                  revaluations thereof as a result of commercial appraisals,
                  price level restatement or otherwise) appearing on the
                  Company's balance sheet, net of applicable reserves and
                  deductions, but excluding goodwill, trade names, trademarks,
                  patents, unamortized debt discount and all other like
                  intangible assets (which term shall not be construed to
                  include such revaluations), less the aggregate of the
                  Company's current liabilities appearing on such balance sheet.
                  For purposes of this definition, the Company's balance sheet
                  does not include assets and liabilities of its subsidiaries.

                  This restriction also does not apply to or prevent the
                  creation or existence of leases made, or existing on property
                  acquired, in the ordinary course of business.

                  3. You are hereby requested to authenticate $200,000,000
                  aggregate principal amount of 3.60% Senior Notes, Series G,
                  due 2008 and $200,000,000 aggregate principal amount of 5.95%
                  Senior Notes, Series H, due 2033, executed by the Company and
                  delivered to you concurrently with this Company Order and
                  Officers' Certificate, in the manner provided by the
                  Indenture.

                  4. You are hereby requested to hold the Notes as custodian for
                  DTC in accordance with the Letter of Representations dated May
                  1, 2003, from the Company and the Trustee to DTC.

                  5. Concurrently with this Company Order and Officers'
                  Certificate, an Opinion of Counsel under Sections 2.04 and
                  13.06 of the Indenture is being delivered to you.

                  6. The undersigned Geoffrey S. Chatas and Thomas G.
                  Berkemeyer, the Treasurer and Assistant Secretary,
                  respectively, of the Company do hereby certify that:

                  (i) we have read the relevant portions of the Indenture,
                  including without limitation the conditions precedent provided
                  for therein relating to the action proposed to be taken by the
                  Trustee as requested in this Company Order and Officers'
                  Certificate, and the definitions in the Indenture relating
                  thereto;

                  (ii) we have read the Board Resolutions of the Company and the
                  Opinion of Counsel referred to above;

                  (iii) we have conferred with other officers of the Company,
                  have examined such records of the Company and have made such
                  other investigation as we deemed relevant for purposes of this
                  certificate;

                  (iv) in our opinion, we have made such examination or
                  investigation as is necessary to enable us to express an
                  informed opinion as to whether or not such conditions have
                  been complied with; and

                  (v) on the basis of the foregoing, we are of the opinion that
                  all conditions precedent provided for in the Indenture
                  relating to the action proposed to be taken by the Trustee as
                  requested herein have been complied with.


Kindly acknowledge receipt of this Company Order and Officers' Certificate,
including the documents listed herein, and confirm the arrangements set forth
herein by signing and returning the copy of this document attached hereto.

Very truly yours,

APPALACHIAN POWER COMPANY


By: /s/ Geoffrey S. Chatas
           Treasurer


And:/s/ Thomas G. Berkemeyer
           Assistant Secretary


Acknowledged by Trustee:


By: /s/ Joseph A. Lloret
          Authorized Signatory