SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                          Date of Report: June 25, 2002
                        (Date of earliest event reported)

 Commission        Registrant; State of Incorporation;           I.R.S. Employer
 File Number          Address; and Telephone Number           Identification No.

  1-6858                     KENTUCKY POWER COMPANY                  61-0247775
                            (A Kentucky Corporation)
                                1 Riverside Plaza
                              Columbus, Ohio 43215
                            Telephone (614) 223-1000

<PAGE>


Item 5.  Other Events and Regulation FD Disclosure.

     On June 25, 2002,  Kentucky Power Company (the  "Company")  entered into an
Underwriting Agreement with Barclays Capital Inc. and Credit Suisse First Boston
Corporation,  as representatives of the underwriters named therein,  relating to
the offering and sale by the Company of  $125,000,000 of its 5.50% Senior Notes,
Series A, due 2007 (the "Notes").

Item 7. Financial Statements and Exhibits

     (c)  Exhibits

          1(a) Underwriting Agreement,  dated June 25, 2002, between the Company
               and  Barclays  Capital,  Inc.  and  Credit  Suisse  First  Boston
               Corporation, as representatives of the several underwriters named
               in Exhibit 1 thereto, in connection with the sale of the Notes.

          4(a) Company  Order and  Officers'  Certificate,  dated June 28, 2002,
               establishing the terms of the Notes.

          4(b) Form of the Notes (included in Exhibit 4(a) hereto).

          5(a) Opinion of Simpson  Thacher & Bartlett  regarding the legality of
               the Notes.

<PAGE>

                                    SIGNATURE

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.

                                                KENTUCKY POWER COMPANY



                                            By:/s/ Thomas G. Berkemeyer
                                               ---------------------------------
                                                   Assistant Secretary
June 28, 2002

<PAGE>

                                  EXHIBIT INDEX

Exhibit   Description
Number

1(a) Underwriting  Agreement,  dated June 25,  2002,  between  the  Company  and
     Barclays  Capital Inc.  and Credit  Suisse  First  Boston  Corporation,  as
     representatives of the several  underwriters named in Exhibit 1 thereto, in
     connection with the sale of the Notes.

4(a) Company Order and Officers' Certificate,  dated June 28, 2002, establishing
     the terms of the Notes.

4(b) Form of the Notes (included in Exhibit 4(a) hereto).

5(a) Opinion of Simpson Thacher & Bartlett regarding the legality of the Notes.

<PAGE>

                                                                    EXHIBIT 1(a)

                             KENTUCKY POWER COMPANY

                             Underwriting Agreement

                               Dated June 25, 2002

     AGREEMENT made between KENTUCKY POWER COMPANY, a corporation  organized and
existing under the laws of the  Commonwealth of Kentucky (the Company),  and the
several persons,  firms and corporations (the  Underwriters)  named in Exhibit 1
hereto.

                                   WITNESSETH:

     WHEREAS,  the  Company  proposes to issue and sell  $125,000,000  principal
amount of its 5.50% Senior  Notes,  Series A, due 2007 (the Senior  Notes) to be
issued  pursuant to the  Indenture  dated as of September  1, 1997,  between the
Company and Bankers Trust Company, now Deutsche Bank Trust Company Americas,  as
trustee  (the  Trustee),  as  heretofore  supplemented  and amended and as to be
further  supplemented  and amended  (said  Indenture  as so  supplemented  being
hereafter referred to as the Indenture); and

     WHEREAS,   the  Underwriters  have  designated  the  persons  signing  this
Agreement (collectively, the Representative) to execute this Agreement on behalf
of the respective Underwriters and to act for the respective Underwriters in the
manner provided in this Agreement; and

     WHEREAS,  the  Company  has  prepared  and filed,  in  accordance  with the
provisions of the  Securities  Act of 1933 (the Act),  with the  Securities  and
Exchange  Commission  (the  Commission),  a  registration  statement  (File  No.
333-87216) and a prospectus  relating to  $375,000,000  principal  amount of its
Unsecured Notes and such registration statement has become effective; and

     WHEREAS, such registration  statement,  including the financial statements,
the documents  incorporated  or deemed  incorporated  therein by reference,  the
exhibits  thereto,  being  herein  called the  Registration  Statement,  and the
prospectus,  including the documents incorporated or deemed incorporated therein
by reference,  constituting a part of such Registration  Statement, as it may be
last amended or supplemented  prior to the effectiveness of this Agreement,  but
excluding any amendment or supplement  relating solely to securities  other than
the  Senior  Notes,  being  herein  called the Basic  Prospectus,  and the Basic
Prospectus,   as  supplemented  by  a  prospectus   supplement  (the  Prospectus
Supplement) to include information  relating to the Senior Notes,  including the
names of the  Underwriters,  the price and terms of the  offering,  the interest
rate, maturity date and certain other information  relating to the Senior Notes,
which  will  be  filed  with  the  Commission  pursuant  to Rule  424(b)  of the
Commission's General Rules and Regulations under the Act (the Rules),  including
all documents then incorporated or deemed to have been  incorporated  therein by
reference, being herein called the Prospectus.

     NOW,  THEREFORE,  in consideration of the premises and the mutual covenants
herein contained, it is agreed between the parties as follows:

     1. Purchase and Sale: Upon the basis of the warranties and  representations
and on the terms and  subject to the  conditions  herein set forth,  the Company
agrees  to sell to the  respective  Underwriters  named  in  Exhibit  1  hereto,
severally and not jointly,  and the respective  Underwriters,  severally and not
jointly, agree to purchase from the Company, the respective principal amounts of
the  Senior  Notes set  opposite  their  names in  Exhibit  1  hereto,  together
aggregating  all of the  Senior  Notes,  at a  price  equal  to  99.218%  of the
principal amount thereof.

     2. Payment and Delivery:  Payment for the Senior Notes shall be made to the
Company in  immediately  available  funds or in such other manner as the Company
and the Representative  shall mutually agree upon in writing,  upon the delivery
of the Senior Notes to Barclays Capital Inc. for the respective  accounts of the
Underwriters  against receipt therefor signed by the Representative on behalf of
itself  and for the other  Underwriters.  Such  delivery  shall be made at 10:00
A.M.,  New York Time, on June 28, 2002 (or on such later  business day, not more
than five business days  subsequent to such day, as may be mutually  agreed upon
by the Company and the  Underwriters),  unless  postponed in accordance with the
provisions of Section 7 hereof, at the office of Simpson Thacher & Bartlett, 425
Lexington  Avenue,  New York,  New York  10017,  or at such  other  place as the
Company and the  Representative  shall  mutually  agree in writing.  The time at
which payment and delivery are to be made is herein called the Time of Purchase.

     The  delivery of the Senior Notes shall be made in fully  registered  form,
registered  in the name of CEDE & CO.,  to the offices of The  Depository  Trust
Company in New York, New York and the Underwriters shall accept such delivery.

     3. Conditions of Underwriters' Obligations:  The several obligations of the
Underwriters  hereunder  are  subject  to the  accuracy  of the  warranties  and
representations on the part of the Company on the date hereof and at the Time of
Purchase and to the following other  conditions:

     (a)  That all legal  proceedings  to be taken and all legal  opinions to be
          rendered  in  connection  with the issue and sale of the Senior  Notes
          shall be satisfactory  in form and substance to Dewey  Ballantine LLP,
          counsel to the Underwriters.

     (b)  That, at the Time of Purchase,  the Representative  shall be furnished
          with the  following  opinions,  dated the day of the Time of Purchase,
          with  conformed  copies or signed  counterparts  thereof for the other
          Underwriters,  with such changes  therein as may be agreed upon by the
          Company and the  Representative  with the approval of Dewey Ballantine
          LLP, counsel to the Underwriters:

          (1)  Opinion  of Simpson  Thacher &  Bartlett  and either of Thomas G.
               Berkemeyer,  Esq. or Ann B. Graf,  Esq.,  counsel to the Company,
               substantially in the forms heretofore  previously provided to the
               Underwriters;

          (2)  Opinion of Dewey  Ballantine  LLP,  counsel to the  Underwriters,
               substantially in the form heretofore  previously  provided to the
               Underwriters.

     (c)  That the  Representative  shall have received a letter from Deloitte &
          Touche LLP in form and substance  satisfactory to the  Representative,
          dated as of the day of the Time of Purchase,  (i) confirming that they
          are independent certified public accountants within the meaning of the
          Act  and  the  applicable  published  rules  and  regulations  of  the
          Commission  thereunder,   (ii)  stating  that  in  their  opinion  the
          financial  statements  audited by them and included or incorporated by
          reference  in the  Registration  Statement  complied as to form in all
          material respects with the then applicable accounting  requirements of
          the   Commission,   including  the  applicable   published  rules  and
          regulations of the Commission and (iii) covering as of a date not more
          than five  business days prior to the day of the Time of Purchase such
          other matters as the Representative reasonably requests.

     (d)  That no amendment to the Registration Statement and that no prospectus
          or prospectus  supplement of the Company (other than the prospectus or
          amendments,  prospectuses or prospectus supplements relating solely to
          securities  other than the Senior Notes)  relating to the Senior Notes
          and no document which would be deemed  incorporated  in the Prospectus
          by reference filed subsequent to the date hereof and prior to the Time
          of Purchase shall contain material information substantially different
          from  that   contained  in  the   Registration   Statement   which  is
          unsatisfactory in substance to the Representative or unsatisfactory in
          form to Dewey Ballantine LLP, counsel to the Underwriters.

     (e)  That, at the Time of Purchase,  an  appropriate  order of the Kentucky
          Public Service Commission,  necessary to permit the sale of the Senior
          Notes to the Underwriters,  shall be in effect; and that, prior to the
          Time of Purchase,  no stop order with respect to the  effectiveness of
          the Registration Statement shall have been issued under the Act by the
          Commission or proceedings therefor initiated.

     (f)  That, at the Time of Purchase,  there shall not have been any material
          adverse change in the business,  properties or financial  condition of
          the Company from that set forth in the Prospectus  (other than changes
          referred  to in or  contemplated  by the  Prospectus),  and  that  the
          Company  shall,  at  the  Time  of  Purchase,  have  delivered  to the
          Representative a certificate of an executive officer of the Company to
          the effect that, to the best of his knowledge, information and belief,
          there has been no such change.

     (g)  That the Company shall have  performed such of its  obligations  under
          this  Agreement  as are to be  performed  at or  before  the  Time  of
          Purchase by the terms hereof. 4. Certain Covenants of the Company:  In
          further  consideration  of the agreements of the  Underwriters  herein
          contained, the Company covenants as follows:

          (a)  As  soon  as  practicable,  and  in any  event  within  the  time
               prescribed by Rule 424 under the Act, to file the Prospectus with
               the  Commission;  as soon as the Company is advised  thereof,  to
               advise the  Representative  and  confirm the advice in writing of
               any  request  made  by  the  Commission  for  amendments  to  the
               Registration   Statement   or   Prospectus   or  for   additional
               information  with respect thereto or of the entry of a stop order
               suspending the effectiveness of the Registration  Statement or of
               the initiation or threat of any proceedings for that purpose and,
               if such a stop order should be entered by the Commission, to make
               every  reasonable  effort to obtain the prompt lifting or removal
               thereof.

          (b)  To  deliver  to the  Underwriters,  without  charge,  as  soon as
               practicable  (and in any  event  within  24 hours  after the date
               hereof),  and from time to time thereafter  during such period of
               time (not  exceeding  nine months)  after the date hereof as they
               are  required by law to deliver a  prospectus,  as many copies of
               the Prospectus (as  supplemented  or amended if the Company shall
               have made any  supplements  or  amendments  thereto,  other  than
               supplements  or amendments  relating  solely to securities  other
               than the  Senior  Notes)  as the  Representative  may  reasonably
               request;  and in case any  Underwriter  is  required to deliver a
               prospectus  after the  expiration  of nine months  after the date
               hereof,  to  furnish to any  Underwriter,  upon  request,  at the
               expense  of  such  Underwriter,   a  reasonable   quantity  of  a
               supplemental  prospectus  or of  supplements  to  the  Prospectus
               complying with Section 10(a)(3) of the Act.

          (c)  To  furnish  to  the  Representative  a  copy,  certified  by the
               Secretary  or an  Assistant  Secretary  of  the  Company,  of the
               Registration Statement as initially filed with the Commission and
               of all  amendments  thereto  (exclusive of exhibits),  other than
               amendments  relating  solely to securities  other than the Senior
               Notes  and,  upon  request,  to  furnish  to  the  Representative
               sufficient  plain copies  thereof  (exclusive  of  exhibits)  for
               distribution of one to the other Underwriters.

          (d)  For such period of time (not  exceeding  nine  months)  after the
               date hereof as they are required by law to deliver a  prospectus,
               if any  event  shall  have  occurred  as a result  of which it is
               necessary to amend or supplement  the Prospectus in order to make
               the statements  therein,  in the light of the circumstances  when
               the  Prospectus  is  delivered  to a  purchaser,  not contain any
               untrue  statement  of a  material  fact or not omit to state  any
               material fact required to be stated therein or necessary in order
               to make the  statements  therein  not  misleading,  forthwith  to
               prepare and furnish,  at its own expense, to the Underwriters and
               to  dealers  (whose  names and  addresses  are  furnished  to the
               Company by the  Representative)  to whom principal amounts of the
               Senior  Notes may have been  sold by the  Representative  for the
               accounts of the  Underwriters  and,  upon  request,  to any other
               dealers  making such  request,  copies of such  amendments to the
               Prospectus or supplements to the Prospectus.

          (e)  As soon as practicable, the Company will make generally available
               to its  security  holders  and to the  Underwriters  an  earnings
               statement or statement of the Company and its subsidiaries  which
               will satisfy the  provisions of Section 11(a) of the Act and Rule
               158 under the Act.

          (f)  To use its best efforts to qualify the Senior Notes for offer and
               sale   under  the   securities   or  "blue   sky"  laws  of  such
               jurisdictions  as the  Representative  may  designate  within six
               months  after the date hereof and itself to pay, or to  reimburse
               the  Underwriters and their counsel for,  reasonable  filing fees
               and expenses in  connection  therewith in an amount not exceeding
               $3,500 in the aggregate  (including filing fees and expenses paid
               and  incurred  prior to the  effective  date  hereof),  provided,
               however,  that the Company  shall not be required to qualify as a
               foreign corporation or to file a consent to service of process or
               to file annual  reports or to comply with any other  requirements
               deemed by the Company to be unduly burdensome.

          (g)  To pay all expenses, fees and taxes (other than transfer taxes on
               resales of the Senior Notes by the  respective  Underwriters)  in
               connection  with the issuance  and delivery of the Senior  Notes,
               except  that the  Company  shall be  required to pay the fees and
               disbursements (other than disbursements  referred to in paragraph
               (f) of this Section 4) of Dewey  Ballantine  LLP,  counsel to the
               Underwriters,  only in the events  provided in  paragraph  (h) of
               this Section 4 and paragraph  (c) of Section 5, the  Underwriters
               hereby agreeing to pay such fees and  disbursements  in any other
               event.

          (h)  If the  Underwriters  shall  not  take up and pay for the  Senior
               Notes due to the failure of the Company to comply with any of the
               conditions  specified in Section 3 hereof,  or, if this Agreement
               shall be terminated in accordance  with the provisions of Section
               7 or 8  hereof,  to pay  the  fees  and  disbursements  of  Dewey
               Ballantine  LLP,  counsel  to  the  Underwriters,   and,  if  the
               Underwriters  shall not take up and pay for the Senior  Notes due
               to  the  failure  of  the  Company  to  comply  with  any  of the
               conditions  specified  in  Section 3  hereof,  to  reimburse  the
               Underwriters for their reasonable  out-of-pocket  expenses, in an
               aggregate  amount not  exceeding a total of $10,000,  incurred in
               connection with the financing contemplated by this Agreement.

          (i)  The Company will timely file any certificate  required by Rule 52
               under  the  Public  Utility   Holding  Company  Act  of  1935  in
               connection with the sale of the Senior Notes.

          (j)  During the period  from the date  hereof  and  continuing  to and
               including  the earlier of (i) the date which is after the Time of
               Purchase on which the distribution of the Senior Notes ceases, as
               determined by the Representative in its sole discretion, and (ii)
               the date which is 30 days after the Time of Purchase, the Company
               agrees not to offer, sell,  contract to sell or otherwise dispose
               of any Senior Notes of the Company or any  substantially  similar
               securities   of  the   Company   without   the   consent  of  the
               Representative.

     5. Warranties of and Indemnity by the Company:  The Company  represents and
warrants to, and agrees with each Underwriter, as set forth below:

     (a)  the  Registration  Statement on its effective  date  complied,  or was
          deemed to comply,  with the  applicable  provisions of the Act and the
          rules and regulations of the Commission and the Registration Statement
          at its  effective  date did not, and at the Time of Purchase will not,
          contain  any untrue  statement  of a material  fact or omit to state a
          material fact  required to be stated  therein or necessary to make the
          statements  therein not  misleading,  and the Basic  Prospectus on the
          date  of this  Agreement  and  the  Prospectus  when  first  filed  in
          accordance with Rule 424(b) complies,  and at the Time of Purchase the
          Prospectus will comply, with the applicable  provisions of the Act and
          the  Trust  Indenture  Act of 1939,  as  amended,  and the  rules  and
          regulations  of the  Commission,  the Basic  Prospectus on the date of
          this Agreement and the Prospectus  when first filed in accordance with
          Rule 424(b)  under the Act do not, and the  Prospectus  at the Time of
          Purchase will not,  contain any untrue statement of a material fact or
          omit to  state a  material  fact  required  to be  stated  therein  or
          necessary  to  make  the  statements  therein,  in  the  light  of the
          circumstances under which they were made, not misleading,  except that
          the Company makes no warranty or  representation  to the  Underwriters
          with respect to any statements or omissions  made in the  Registration
          Statement, the Basic Prospectus or the Prospectus in reliance upon and
          in conformity with information furnished in writing to the Company by,
          or through the Representative on behalf of, any Underwriter  expressly
          for  use  in the  Registration  Statement,  the  Basic  Prospectus  or
          Prospectus, or to any statements in or omissions from that part of the
          Registration   Statement  that  shall   constitute  the  Statement  of
          Eligibility  under the Trust  Indenture  Act of 1939 of any  indenture
          trustee under an indenture of the Company.

     (b)  As of the  Time  of  Purchase,  the  Indenture  will  have  been  duly
          authorized by the Company and duly qualified under the Trust Indenture
          Act of 1939,  as amended,  and,  when  executed  and  delivered by the
          Trustee and the Company,  will  constitute a legal,  valid and binding
          instrument  enforceable  against  the Company in  accordance  with its
          terms and such Senior Notes will have been duly authorized,  executed,
          authenticated  and,  when  paid for by the  purchasers  thereof,  will
          constitute  legal,  valid  and  binding  obligations  of  the  Company
          entitled   to  the   benefits   of  the   Indenture,   except  as  the
          enforceability  thereof may be limited by bankruptcy,  insolvency,  or
          other similar laws affecting the  enforcement of creditors'  rights in
          general,  and except as the  availability  of the  remedy of  specific
          performance is subject to general  principles of equity (regardless of
          whether  such remedy is sought in a  proceeding  in equity or at law),
          and by an implied covenant of good faith and fair dealing.

     (c)  To the extent  permitted by law, the Company  agrees to indemnify  and
          hold you harmless,  your  officers and  directors and each person,  if
          any,  who  controls  you within the  meaning of Section 15 of the Act,
          against any and all losses, claims,  damages or liabilities,  joint or
          several,  to which you, they or any of you or them may become  subject
          under the Act or otherwise,  and to reimburse you and such controlling
          person or persons, if any, for any legal or other expenses incurred by
          you or them in connection  with defending any action,  insofar as such
          losses,  claims,  damages,  liabilities or actions arise out of or are
          based upon any  alleged  untrue  statement  or untrue  statement  of a
          material fact contained in the  Registration  Statement,  in the Basic
          Prospectus (if used prior to the effective date of this Agreement), or
          in the  Prospectus,  or if the  Company  shall  furnish or cause to be
          furnished to you any amendments or any  supplements to the Prospectus,
          in the Prospectus as so amended or  supplemented  except to the extent
          that such amendments or supplements  relate solely to securities other
          than  the  Senior  Notes  (provided  that if such  Prospectus  or such
          Prospectus,  as amended or  supplemented,  is used after the period of
          time  referred  to in  Section  4(b)  hereof,  it shall  contain  such
          amendments or  supplements  as the Company  deems  necessary to comply
          with Section  10(a) of the Act), or arise out of or are based upon any
          alleged omission or omission to state therein a material fact required
          to be stated therein or necessary to make the  statements  therein not
          misleading,   except   insofar  as  such  losses,   claims,   damages,
          liabilities or actions arise out of or are based upon any such alleged
          untrue  statement or omission,  or untrue  statement or omission which
          was made in the Registration  Statement, in the Basic Prospectus or in
          the Prospectus, or in the Prospectus as so amended or supplemented, in
          reliance upon and in conformity with information  furnished in writing
          to the  Company by or through  the  Representative  expressly  for use
          therein or with any  statements in or omissions  from that part of the
          Registration   Statement  that  shall   constitute  the  Statement  of
          Eligibility  under the Trust  Indenture Act of any  indenture  trustee
          under  an  indenture  of the  Company  or with  any  statements  in or
          omissions under the caption "Notice to Canadian  Residents"  contained
          in the Prospectus Supplement, and except that this indemnity shall not
          inure to your benefit (or of any person controlling you) on account of
          any losses, claims,  damages,  liabilities or actions arising from the
          sale of the Senior  Notes to any person if such loss  arises  from the
          fact  that  a  copy  of  the  Prospectus,  as the  same  may  then  be
          supplemented  or amended to the extent such Prospectus was provided to
          you by the Company (excluding, however, any document then incorporated
          or deemed incorporated therein by reference), was not sent or given by
          you to such person with or prior to the  written  confirmation  of the
          sale involved and the alleged  omission or alleged untrue statement or
          omission  or untrue  statement  was  corrected  in the  Prospectus  as
          supplemented  or  amended at the time of such  confirmation,  and such
          Prospectus, as amended or supplemented, was timely delivered to you by
          the Company.  You agree  promptly  after the receipt by you of written
          notice of the commencement of any action in respect to which indemnity
          from the Company on account of its agreement contained in this Section
          5(c) may be sought by you, or by any person controlling you, to notify
          the Company in writing of the commencement  thereof, but your omission
          so to notify the  Company of any such  action  shall not  release  the
          Company  from  any  liability  which  it may  have  to you or to  such
          controlling   person  otherwise  than  on  account  of  the  indemnity
          agreement  contained  in this  Section  5(c).  In case any such action
          shall be brought  against you or any such person  controlling  you and
          you shall  notify the Company of the  commencement  thereof,  as above
          provided, the Company shall be entitled to participate in, and, to the
          extent that it shall wish,  including  the  selection of counsel (such
          counsel to be reasonably  acceptable  to the  indemnified  party),  to
          direct the  defense  thereof at its own  expense.  In case the Company
          elects to direct such  defense and select such  counsel  (hereinafter,
          Company's counsel), you or any controlling person shall have the right
          to  employ  your own  counsel,  but,  in any such  case,  the fees and
          expenses  of such  counsel  shall be at your  expense  unless  (i) the
          Company  has agreed in writing to pay such fees and  expenses  or (ii)
          the named parties to any such action (including any impleaded parties)
          include both you or any controlling  person and the Company and you or
          any controlling  person shall have been advised by your counsel that a
          conflict  of interest  between the Company and you or any  controlling
          person may arise (and the Company's  counsel  shall have  concurred in
          good faith with such  advice) and for this reason it is not  desirable
          for the Company's counsel to represent both the indemnifying party and
          the indemnified party (it being understood,  however, that the Company
          shall not, in  connection  with any one such  action or  separate  but
          substantially  similar  or related  actions  in the same  jurisdiction
          arising  out of the same  general  allegations  or  circumstances,  be
          liable for the reasonable  fees and expenses of more than one separate
          firm of attorneys  for you or any  controlling  person (plus any local
          counsel retained by you or any controlling  person in their reasonable
          judgment), which firm (or firms) shall be designated in writing by you
          or any controlling  person). No indemnifying party shall,  without the
          prior written consent of the indemnified parties, settle or compromise
          or  consent  to  the  entry  of  any  judgment  with  respect  to  any
          litigation,  or any  investigation  or proceeding by any  governmental
          agency or body,  commenced or threatened,  or any claim  whatsoever in
          respect of which  indemnification could be sought under this Section 5
          (whether  or not the  indemnified  parties  are  actual  or  potential
          parties  thereto),  unless such settlement,  compromise or consent (i)
          includes an unconditional  release of each indemnified  party from all
          liability arising out of such litigation, investigation, proceeding or
          claim and (ii) does not include a statement  as to or an  admission of
          fault,  culpability  or a  failure  to  act  by or on  behalf  of  any
          indemnified  party. In no event shall any indemnifying  party have any
          liability or responsibility in respect of the settlement or compromise
          of, or  consent  to the entry of any  judgment  with  respect  to, any
          pending  or  threatened  action or claim  effected  without  its prior
          written consent.

     (d)  The documents  incorporated by reference in the Registration Statement
          or Prospectus,  when they were filed with the Commission,  complied in
          all material  respects with the applicable  provisions of the 1934 Act
          and the rules and regulations of the Commission thereunder,  and as of
          such time of filing,  when read together with the Prospectus,  none of
          such  documents  contained an untrue  statement of a material  fact or
          omitted  to state a material  fact  required  to be stated  therein or
          necessary  to  make  the  statements  therein,  in  the  light  of the
          circumstances under which they were made, not misleading.

     (e)  Since the  respective  dates as of which  information  is given in the
          Registration  Statement  and  the  Prospectus,   except  as  otherwise
          referred  to or  contemplated  therein,  there  has  been no  material
          adverse change in the business,  properties or financial  condition of
          the Company.

     (f)  This Agreement has been duly authorized, executed and delivered by the
          Company.

     (g)  The  consummation  by the  Company  of the  transactions  contemplated
          herein  will not  conflict  with,  or result in a breach of any of the
          terms or provisions  of, or constitute a default  under,  or result in
          the creation or imposition of any lien, charge or encumbrance upon any
          property  or assets of the  Company  under  any  contract,  indenture,
          mortgage, loan agreement, note, lease or other agreement or instrument
          to  which  the  Company  is a party  or by which it may be bound or to
          which any of its  properties  may be subject  (except  for  conflicts,
          breaches  or  defaults  which  would  not,   individually  or  in  the
          aggregate,  be materially adverse to the Company or materially adverse
          to the transactions contemplated by this Agreement.)

     (h)  No  authorization,   approval,  consent  or  order  of  any  court  or
          governmental  authority or agency is necessary in connection  with the
          issuance  and  sale  by  the  Company  of  the  Senior  Notes  or  the
          transactions by the Company contemplated in this Agreement, except (A)
          such  as may  be  required  under  the  1933  Act  or  the  rules  and
          regulations  thereunder;  (B) such as may be required under the Public
          Utility  Holding  Company Act of 1935, as amended (the 1935 Act);  (C)
          the  qualification  of the  Indenture  under  the  1939  Act;  (D) the
          approval  of the  Kentucky  Public  Service  Commission;  and (E) such
          consents, approvals,  authorizations,  registrations or qualifications
          as may be required under state securities or Blue Sky laws.

     The Company's indemnity agreement contained in Section 5(c) hereof, and its
covenants,  warranties and  representations  contained in this Agreement,  shall
remain in full force and effect  regardless of any  investigation  made by or on
behalf of any  person,  and shall  survive  the  delivery of and payment for the
Senior Notes hereunder.

     6. Warranties of and Indemnity by Underwriters:

     (a)  Each   Underwriter   warrants  and  represents  that  the  information
          furnished in writing to the Company through the Representative for use
          in  the  Registration  Statement,  in  the  Basic  Prospectus,  in the
          Prospectus, or in the Prospectus as amended or supplemented is correct
          as to such Underwriter.

     (b)  Each Underwriter agrees, to the extent permitted by law, severally and
          not jointly,  to  indemnify,  hold harmless and reimburse the Company,
          its  directors  and such of its  officers  as shall  have  signed  the
          Registration  Statement,  and each  person,  if any,  who controls the
          Company  within the  meaning  of  Section  15 of the Act,  to the same
          extent  and upon the same  terms  as the  indemnity  agreement  of the
          Company set forth in Section  5(c)  hereof,  but only with  respect to
          untrue statements or alleged untrue statements or omissions or alleged
          omissions  made  in  the  Registration  Statement,  or  in  the  Basic
          Prospectus,  or in the Prospectus,  or in the Prospectus as so amended
          or  supplemented,  in reliance upon and in conformity with information
          furnished in writing to the Company by the Representative on behalf of
          such  Underwriter  expressly  for  use  therein.  The  Company  agrees
          promptly after the receipt by it of written notice of the commencement
          of any  action in respect  to which  indemnity  from you on account of
          your  agreement  contained  in this  Section 6(b) may be sought by the
          Company,  or by any person  controlling the Company,  to notify you in
          writing of the commencement  thereof, but the Company's omission so to
          notify you of any such action shall not release you from any liability
          which  you may  have to the  Company  or to  such  controlling  person
          otherwise than on account of the indemnity agreement contained in this
          Section 6(b).

     The  indemnity  agreement  on the  part of each  Underwriter  contained  in
Section 6(b) hereof, and the warranties and  representations of such Underwriter
contained in this Agreement, shall remain in full force and effect regardless of
any investigation made by or on behalf of the Company or other person, and shall
survive the delivery of and payment for the Senior Notes hereunder.

     7. Default of Underwriters:  If any Underwriter  under this Agreement shall
fail or  refuse  (otherwise  than for some  reason  sufficient  to  justify,  in
accordance  with the  terms  hereof,  the  cancellation  or  termination  of its
obligations  hereunder) to purchase and pay for the  principal  amount of Senior
Notes which it has agreed to purchase and pay for  hereunder,  and the aggregate
principal   amount  of  Senior  Notes  which  such  defaulting   Underwriter  or
Underwriters agreed but failed or refused to purchase is not more than one-tenth
of the aggregate  principal amount of the Senior Notes,  the other  Underwriters
shall be  obligated  severally  in the  proportions  which the amounts of Senior
Notes set forth  opposite  their names in Exhibit 1 hereto bear to the aggregate
principal  amount of  Senior  Notes  set  forth  opposite  the names of all such
non-defaulting Underwriters,  to purchase the Senior Notes which such defaulting
Underwriter  or  Underwriters  agreed but failed or refused to  purchase  on the
terms set forth herein;  provided that in no event shall the principal amount of
Senior Notes which any Underwriter has agreed to purchase  pursuant to Section 1
hereof  be  increased  pursuant  to this  Section  7 by an  amount  in excess of
one-ninth of such principal  amount of Senior Notes without the written  consent
of such Underwriter.  If any Underwriter or Underwriters shall fail or refuse to
purchase  Senior Notes and the aggregate  principal  amount of Senior Notes with
respect to which such default  occurs is more than  one-tenth  of the  aggregate
principal amount of the Senior Notes then this Agreement shall terminate without
liability on the part of any non-defaulting Underwriter; provided, however, that
the non-defaulting Underwriters may agree, in their sole discretion, to purchase
the Senior Notes which such defaulting  Underwriter or  Underwriters  agreed but
failed or refused to purchase on the terms set forth herein. In the event of any
such  termination,  the  Company  shall  not  be  under  any  liability  to  any
Underwriter (except to the extent, if any, provided in Section 4(h) hereof), nor
shall any  Underwriter  (other  than an  Underwriter  who shall  have  failed or
refused to purchase the Senior Notes without some reason  sufficient to justify,
in  accordance  with  the  terms  hereof,  its  termination  of its  obligations
hereunder) be under any liability to the Company or any other Underwriter.

     Nothing herein contained shall release any defaulting  Underwriter from its
liability  to  the  Company  or  any  non-defaulting   Underwriter  for  damages
occasioned by its default hereunder.

     8.  Termination  of Agreement by the  Underwriters:  This  Agreement may be
terminated at any time prior to the Time of Purchase by the  Representative  if,
after the  execution  and  delivery of this  Agreement  and prior to the Time of
Purchase, in the Representative's reasonable judgment, the Underwriters' ability
to market  the  Senior  Notes  shall  have been  materially  adversely  affected
because:

          (i) trading in  securities on the New York Stock  Exchange  shall have
     been  generally  suspended  by the  Commission  or by the  New  York  Stock
     Exchange, or

          (ii)  there  shall  have   occurred  any  outbreak  or  escalation  of
     hostilities,  declaration  by the United States of a national  emergency or
     war or other national or international calamity or crisis, or

          (iii) a general banking moratorium shall have been declared by Federal
     or New York State authorities, or

          (iv)  there  shall  have  been  any  decrease  in the  ratings  of the
     Company's debt securities by Moody's Investors Services,  Inc. (Moody's) or
     Standard  & Poor's  Ratings  Group  (S&P) or  either  Moody's  or S&P shall
     publicly announce that it has such debt securities under  consideration for
     possible downgrade.

     If the  Representative  elects to terminate this Agreement,  as provided in
this Section 8, the Representative will promptly notify the Company by telephone
or by telex or facsimile  transmission,  confirmed in writing. If this Agreement
shall not be carried out by any Underwriter for any reason permitted  hereunder,
or if the sale of the Senior Notes to the  Underwriters  as herein  contemplated
shall not be carried  out  because  the  Company is not able to comply  with the
terms hereof, the Company shall not be under any obligation under this Agreement
and shall not be liable to any Underwriter or to any member of any selling group
for the loss of anticipated  profits from the transactions  contemplated by this
Agreement (except that the Company shall remain liable to the extent provided in
Section  4(h)  hereof) and the  Underwriters  shall be under no liability to the
Company nor be under any liability under this Agreement to one another.

     9.  Notices:  All  notices  hereunder  shall,  unless  otherwise  expressly
provided, be in writing and be delivered at or mailed to the following addresses
or by telex or  facsimile  transmission  confirmed  in writing to the  following
addresses:  if to the  Underwriters,  to the  Representative at Barclays Capital
Inc., 222 Broadway, New York, New York 10038,  Attention:  Pamela Kendall - U.S.
Transaction  Management - Barclays,  and, if to the Company,  to Kentucky  Power
Company,  c/o American  Electric Power Service  Corporation,  1 Riverside Plaza,
Columbus, Ohio 43215, Attention: A. A. Pena, Treasurer, (fax 614/223-1687).

     10.  Parties in Interest:  The  agreement  herein set forth has been and is
made solely for the benefit of the  Underwriters,  the  Company  (including  the
directors  thereof  and such of the  officers  thereof as shall have  signed the
Registration  Statement),  the  controlling  persons,  if  any,  referred  to in
Sections 5 and 6 hereof, and their respective successors, assigns, executors and
administrators, and, except as expressly otherwise provided in Section 7 hereof,
no other person  shall  acquire or have any right under or by the virtue of this
Agreement.

     11. Definition of Certain Terms: If there be two or more persons,  firms or
corporations named in Exhibit 1 hereto, the term "Underwriters", as used herein,
shall be deemed to mean the several  persons,  firms or  corporations,  so named
(including the  Representative  herein mentioned,  if so named) and any party or
parties substituted pursuant to Section 7 hereof, and the term "Representative",
as used herein,  shall be deemed to mean the  representative or  representatives
designated by, or in the manner authorized by, the Underwriters. All obligations
of the Underwriters  hereunder are several and not joint. If there shall be only
one  person,   firm  or  corporation  named  in  Exhibit  1  hereto,   the  term
"Underwriters" and the term  "Representative",  as used herein,  shall mean such
person,  firm or  corporation.  The term  "successors" as used in this Agreement
shall not include any purchaser,  as such purchaser,  of any of the Senior Notes
from any of the respective Underwriters.

     12. Conditions of the Company's Obligations: The obligations of the Company
hereunder  are subject to the  Underwriters'  performance  of their  obligations
hereunder,  and the further  condition that at the Time of Purchase the Kentucky
Public Service Commission shall have issued an appropriate order, and such order
shall remain in full force and effect, authorizing the transactions contemplated
hereby.

     13.  Applicable  Law:  This  Agreement  will be governed  and  construed in
accordance with the laws of the State of New York.


     14.  Execution of  Counterparts:  This Agreement may be executed in several
counterparts,  each of which shall be  regarded as an original  and all of which
shall constitute one and the same document.

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
executed by their respective  officers  thereunto duly  authorized,  on the date
first above written.

                                             KENTUCKY POWER COMPANY


                                             By:    /s/ A. A. Pena
                                                ---------------------
                                                   A. A. Pena
                                                   Vice President
BARCLAYS CAPITAL INC.
CREDIT SUISSE FIRST BOSTON CORPORATION
         as Representatives
and on behalf of the Underwriters
         named in Exhibit 1 hereto


BARCLAYS CAPITAL INC.


By: /s/ James Glascott__________
     Name:  James Glascott
     Title: Managing Director



CREDIT SUISSE FIRST BOSTON CORPORATION


By:/s/ Reginald Frazier__________
     Name:  Reginald Frazier
     Title: Managing Director

<PAGE>

                                    EXHIBIT 1

               Name                               Principal Amount

Barclays Capital Inc.                                $50,000,000

Credit Suisse First Boston Corporation               $50,000,000

BNP Paribas Securities Corp.                         $12,500,000

McDonald Investments, Inc., a Key Corp Company       $12,500,000
                                                     -----------
                    TOTAL                          $ 125,000,000
                                                   =============

<PAGE>


                                                                   EXHIBIT 4(a)
June 28, 2002


                     Company Order and Officers' Certificate
                     5.50% Senior Notes, Series A, due 2007


Deutsche Bank Trust Company Americas, as Trustee
100 Plaza one - MSJCY03-0604
Jersey City, NJ  07310

Ladies and Gentlemen:

Pursuant to Article Two of the  Indenture,  dated as of September 1, 1997 (as it
may be amended or supplemented,  the  "Indenture"),  from Kentucky Power Company
(the  "Company")  to Bankers  Trust  Company,  now Deutsche  Bank Trust  Company
Americas, as trustee (the "Trustee"),  and the Board Resolutions dated April 22,
2002, 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  5.50% Senior Notes,  Series A, due 2007 (the "Notes") are
hereby established. The Notes shall be in substantially the form attached hereto
as Exhibit 1.

     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 shall initially be
               authenticated  and delivered under the Indenture is $125,000,000,
               except as contemplated in Section 2.01(i) of the Indenture;

          (ii) the date on which the  principal  of the Notes  shall be  payable
               shall be July 1, 2007;

          (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  January 1 and July 1, and the  Regular  Record
               Date for the determination of holders to whom interest is payable
               on any such  Interest  Payment  Date shall be the  December 15 or
               June 15 preceding the relevant  Interest  Payment Date;  provided
               that the first Interest Payment Date shall be January 1, 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 Notes shall bear interest shall be
               5.50% 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 25
               basis points, plus, in each case, accrued interest thereon to the
               date of redemption.

               "Treasury Rate" means,  with respect to any redemption  date, the
               rate per  annum  equal  to the  semi-annual  equivalent  yield to
               maturity 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 Notes shall be "5.50%  Senior  Notes,  Series A,
               due 2007";

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

          (ix) not applicable;

          (x)  the Notes may 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) not applicable.

     3.  You  are  hereby  requested  to  authenticate   $125,000,000  aggregate
principal  amount of 5.50%  Senior  Notes,  Series A, due 2007,  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 June 25,  2002,  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
Assistant  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,

KENTUCKY POWER COMPANY


By:___________________________
          Assistant Treasurer


And:__________________________
           Assistant Secretary


Acknowledged by Trustee:


By:___________________________
          Authorized Signatory


<PAGE>
                                                       EXHIBIT 1 to EXHIBIT 4(a)

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

No.   R1
                             KENTUCKY POWER COMPANY
                     5.50% Senior Notes, Series A, due 2007

CUSIP:  491386 AK 4                          Original Issue Date:  June 28, 2002

Stated Maturity:  July 1, 2007               Interest Rate:   5.50%

Principal Amount:  $125,000,000

Redeemable:       Yes  X       No
In Whole:         Yes  X       No
In Part:          Yes  X       No

     KENTUCKY POWER COMPANY, a corporation duly organized and existing under the
laws of the Commonwealth of Kentucky (herein referred to as the "Company", which
term includes any successor corporation under the Indenture hereinafter referred
to),  for value  received,  hereby  promises to pay to CEDE & CO. or  registered
assigns,  the Principal Amount specified above on the Stated Maturity  specified
above, and to pay interest on said Principal Amount from the Original Issue Date
specified above or from the most recent  interest  payment date (each such date,
an "Interest  Payment  Date") to which  interest has been paid or duly  provided
for,  semi-annually in arrears on January 1 and July 1 in each year,  commencing
on January 1, 2003, at the Interest Rate per annum  specified  above,  until the
Principal  Amount shall have been paid or duly provided for.  Interest  shall be
computed on the basis of a 360-day year of twelve 30-day months.

     The interest so payable,  and punctually  paid or duly provided for, on any
Interest  Payment Date, as provided in the Indenture,  as  hereinafter  defined,
shall be paid to the Person in whose name this Note (or one or more  Predecessor
Securities)  shall have been  registered at the close of business on the Regular
Record  Date with  respect to such  Interest  Payment  Date,  which shall be the
December  15 or June 15  (whether  or not a Business  Day),  as the case may be,
immediately preceding such Interest Payment Date, provided that interest payable
on the Stated  Maturity  or any  redemption  date shall be paid to the Person to
whom  principal  is  paid.  Any such  interest  not so  punctually  paid or duly
provided for shall  forthwith  cease to be payable to the Holder on such Regular
Record Date and shall be paid as provided in said Indenture.

     If any Interest Payment Date, any redemption date or Stated Maturity is not
a Business  Day,  then payment of the amounts due on this Note on such date will
be made on the next  succeeding  Business  Day, and no interest  shall accrue on
such  amounts  for the  period  from  and  after  such  Interest  Payment  Date,
redemption date or Stated Maturity,  as the case may be, with the same force and
effect as if made on such date.  The principal of (and premium,  if any) and the
interest  on this Note shall be  payable at the office or agency of the  Company
maintained  for that purpose in the Borough of Manhattan,  the City of New York,
New York,  in any coin or currency of the United  States of America which at the
time of  payment  is legal  tender for  payment  of public  and  private  debts;
provided,  however, that payment of interest (other than interest payable on the
Stated Maturity or any redemption date) may be made at the option of the Company
by check mailed to the registered  holder at such address as shall appear in the
Security Register.

     This  Note is one of a duly  authorized  series  of  Notes  of the  Company
(herein sometimes referred to as the "Notes"),  specified in the Indenture,  all
issued or to be issued in one or more series  under and pursuant to an Indenture
dated as of September 1, 1997 duly  executed and  delivered  between the Company
and  Bankers  Trust  Company,  now  Deutsche  Bank  Trust  Company  Americas,  a
corporation  organized and existing  under the laws of the State of New York, as
Trustee (herein  referred to as the "Trustee")  (such  Indenture,  as originally
executed  and  delivered  and  as  thereafter  supplemented  and  amended  being
hereinafter  referred  to as  the  "Indenture"),  to  which  Indenture  and  all
indentures supplemental thereto or Company Orders reference is hereby made for a
description  of the  rights,  limitations  of  rights,  obligations,  duties and
immunities  thereunder of the Trustee, the Company and the holders of the Notes.
By the terms of the  Indenture,  the Notes are issuable in series which may vary
as to amount, date of maturity, rate of interest and in other respects as in the
Indenture  provided.  This Note is one of the series of Notes  designated on the
face hereof.

     The Note is not subject to the benefits of any sinking fund.

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

     "Treasury  Rate" means,  with respect to any redemption  date, the rate per
     annum  equal  to  the  semi-annual  equivalent  yield  to  maturity  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, (1)
     the average of the bid and asked prices for the  Comparable  Treasury Issue
     (expressed  in each case as 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 (2) 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.

     The Company  shall not be required to (i) issue,  exchange or register  the
transfer of any Notes  during a period  beginning  at the opening of business 15
days  before the day of the mailing of a notice of  redemption  of less than all
the outstanding  Notes of the same series and ending at the close of business on
the day of such  mailing,  nor (ii)  register the transfer of or exchange of any
Notes of any series or portions thereof called for redemption.  This Global Note
is  exchangeable  for Notes in  definitive  registered  form only under  certain
limited circumstances set forth in the Indenture.

     In the event of  redemption  of this Note in part only, a new Note or Notes
of this series, of like tenor, for the unredeemed  portion hereof will be issued
in the name of the Holder hereof upon the surrender of this Note.

     In case an Event of  Default,  as  defined  in the  Indenture,  shall  have
occurred and be  continuing,  the principal of all of the Notes may be declared,
and upon such declaration shall become, due and payable, in the manner, with the
effect and subject to the conditions provided in the Indenture.

     The Indenture contains  provisions for defeasance at any time of the entire
indebtedness of this Note upon compliance by the Company with certain conditions
set forth therein.

     The Indenture contains  provisions  permitting the Company and the Trustee,
with the  consent  of the  Holders  of not less  than a  majority  in  aggregate
principal  amount of the Notes of each series affected at the time  outstanding,
as defined in the Indenture,  to execute supplemental indentures for the purpose
of adding any provisions to or changing in any manner or eliminating  any of the
provisions of the Indenture or of any supplemental  indenture or of modifying in
any manner the rights of the Holders of the Notes;  provided,  however,  that no
such supplemental  indenture shall (i) extend the fixed maturity of any Notes of
any series, or reduce the principal amount thereof, or reduce the rate or extend
the time of payment of interest thereon,  or reduce any premium payable upon the
redemption thereof, or reduce the amount of the principal of a Discount Security
that would be due and payable upon a declaration of acceleration of the maturity
thereof  pursuant  to the  Indenture,  without the consent of the holder of each
Note then  outstanding  and affected;  (ii) reduce the  aforesaid  percentage of
Notes,  the holders of which are  required  to consent to any such  supplemental
indenture,  or reduce the percentage of Notes, the holders of which are required
to waive any default and its consequences,  without the consent of the holder of
each Note then outstanding and affected  thereby;  or (iii) modify any provision
of Section  6.01(c) of the  Indenture  (except to  increase  the  percentage  of
principal amount of securities  required to rescind and annul any declaration of
amounts due and payable  under the Notes),  without the consent of the holder of
each Note then  outstanding  and affected  thereby.  The Indenture also contains
provisions permitting the Holders of a majority in aggregate principal amount of
the Notes of all series at the time outstanding  affected thereby,  on behalf of
the  Holders  of the  Notes of such  series,  to waive any past  default  in the
performance of any of the covenants  contained in the Indenture,  or established
pursuant to the  Indenture  with respect to such series,  and its  consequences,
except a default in the  payment of the  principal  of or  premium,  if any,  or
interest on any of the Notes of such  series.  Any such consent or waiver by the
registered  Holder of this Note  (unless  revoked as provided in the  Indenture)
shall be conclusive and binding upon such Holder and upon all future Holders and
owners  of this  Note and of any Note  issued in  exchange  herefor  or in place
hereof  (whether by  registration  of transfer or  otherwise),  irrespective  of
whether or not any notation of such consent or waiver is made upon this Note.

     No reference  herein to the  Indenture  and no provision of this Note or of
the  Indenture  shall alter or impair the  obligation  of the Company,  which is
absolute and  unconditional,  to pay the  principal of and premium,  if any, and
interest  on this  Note at the time and  place  and at the rate and in the money
herein prescribed.

     As provided in the Indenture and subject to certain limitations therein set
forth,  this Note is  transferable  by the registered  holder hereof on the Note
Register  of the  Company,  upon  surrender  of this  Note for  registration  of
transfer  at the  office or agency of the  Company as may be  designated  by the
Company  accompanied by a written  instrument or instruments of transfer in form
satisfactory  to the Company or the  Trustee  duly  executed  by the  registered
Holder hereof or his or her attorney duly  authorized in writing,  and thereupon
one or more new Notes of  authorized  denominations  and for the same  aggregate
principal  amount  and series  will be issued to the  designated  transferee  or
transferees.  No  service  charge  will be made for any such  transfer,  but the
Company  may  require  payment  of a sum  sufficient  to cover  any tax or other
governmental charge payable in relation thereto.

     Prior to due  presentment  for  registration  of transfer of this Note, the
Company, the Trustee, any paying agent and any Note Registrar may deem and treat
the registered  Holder hereof as the absolute owner hereof  (whether or not this
Note shall be overdue and  notwithstanding  any notice of  ownership  or writing
hereon  made by  anyone  other  than  the Note  Registrar)  for the  purpose  of
receiving payment of or on account of the principal hereof and premium,  if any,
and interest due hereon and for all other purposes,  and neither the Company nor
the Trustee nor any paying agent nor any Note Registrar shall be affected by any
notice to the contrary.

     No  recourse  shall  be had  for the  payment  of the  principal  of or the
interest on this Note,  or for any claim based  hereon,  or otherwise in respect
hereof,  or based on or in respect of the Indenture,  against any  incorporator,
stockholder,  officer or  director,  past,  present or future,  as such,  of the
Company or of any predecessor or successor corporation, whether by virtue of any
constitution, statute or rule of law, or by the enforcement of any assessment or
penalty or otherwise,  all such liability being, by the acceptance hereof and as
part  of the  consideration  for  the  issuance  hereof,  expressly  waived  and
released.

         The Notes of this series are issuable only in registered form without
coupons in denominations of $1,000 and any integral multiple thereof. As
     provided in the Indenture and subject to certain limitations, Notes of this
series are exchangeable for a like aggregate principal amount of Notes of this
series of a different authorized denomination, as requested by the Holder
surrendering the same.

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

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

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

                             KENTUCKY POWER COMPANY


                         By:___________________________
                              Assistant Treasurer
Attest:


By:___________________________
       Assistant Secretary




                          CERTIFICATE OF AUTHENTICATION

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

Dated  June __, 2002

DEUTSCHE BANK TRUST COMPANY AMERICAS


By:___________________________
   Authorized Signatory


FOR VALUE RECEIVED,  the undersigned  hereby sell(s),  assign(s) and transfer(s)
unto



(PLEASE INSERT SOCIAL SECURITY OR OTHER
   IDENTIFYING NUMBER OF ASSIGNEE)

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

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

----------------------------------------------------------------
(PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF
----------------------------------------------------------------
ASSIGNEE) the within Note and all rights thereunder, hereby
----------------------------------------------------------------
irrevocably constituting and appointing such person attorney to
----------------------------------------------------------------
transfer such Note on the books of the Issuer, with full
----------------------------------------------------------------
power of substitution in the premises.



Dated:________________________              _________________________



NOTICE:  The signature to this assignment must correspond with the name
         as written upon the face of the within Note in every
         particular, without alteration or enlargement or any change
         whatever and NOTICE: Signature(s) must be guaranteed by a
         financial institution that is a member of the Securities
         Transfer Agents Medallion Program ("STAMP"), the Stock
         Exchange Medallion Program ("SEMP") or the New York Stock
         Exchange, Inc. Medallion Signature Program ("MSP").


<PAGE>
                                                                    Exhibit 5(a)

                                         June 28, 2002



Kentucky Power Company
1 Riverside Plaza
Columbus, Ohio  43215

Ladies and Gentlemen:

     We have acted as counsel to Kentucky Power Company, a Kentucky  corporation
(the  "Company"),  in  connection  with the  Registration  Statement on Form S-3
(Registration  Statement No. 333-87216) filed by the Company with the Securities
and Exchange  Commission (the "Commission") under the Securities Act of 1933, as
amended (the  "Act"),  relating to  125,000,000  aggregate  principal  amount of
Senior Notes,  Series A, due 2007 (the "Senior  Notes")  between the Company and
Deutsche Bank Trust Company Americas, as Trustee (the "Trustee").

     We have examined the  Registration  Statement  and the Indenture  which has
been filed with the Commission as an exhibit to the Registration  Statement.  We
also have  examined  the  originals,  or  duplicates  or  certified or conformed
copies,  of such records,  agreements,  instruments and other documents and have
made such  other and  further  investigations  as we have  deemed  relevant  and
necessary in connection with the opinions  expressed  herein. As to questions of
fact  material  to this  opinion,  we have relied  upon  certificates  of public
officials and of officers and representatives of the Company.

     In rendering the opinions set forth below,  we have assumed the genuineness
of all signatures,  the legal capacity of natural  persons,  the authenticity of
all documents submitted to us as originals, the conformity to original documents
of all documents  submitted to us as duplicates or certified or conformed copies
and the  authenticity  of the originals of such latter  documents.  We also have
assumed that: (1) the Indenture is the valid and legally  binding  obligation of
the Trustee; and (2) the Company is validly existing under the laws of Kentucky.

     We have assumed further that (1) the Company has duly authorized,  executed
and delivered the Indenture and (2) execution,  delivery and  performance by the
Company of  Indenture  and the  Unsecured  Notes do not and will not violate the
laws of Kentucky or any other  applicable  laws (excepting the laws of the State
of New York and the Federal laws of the United States).

     Based upon the foregoing, and subject to the qualifications and limitations
stated herein,  we are of the opinion that the Senior Notes constitute valid and
legally binding  obligations of the Company  enforceable  against the Company in
accordance  with  their  terms,  subject  to  the  effects  of  (i)  bankruptcy,
insolvency, fraudulent conveyance, reorganization,  moratorium and other similar
laws  relating  to  or  affecting  creditors'  rights  generally,  (ii)  general
equitable  principles  (whether  considered in a proceeding in equity or at law)
and (iii) an implied covenant of good faith and fair dealing.

     We are  members of the Bar of the State of New York,  and we do not express
any  opinion  herein  concerning  any law other than the law of the State of New
York and the Federal law of the United States.

     We hereby  consent to the filing of this opinion  letter as Exhibit 5(a) to
the  Registration  Statement and to the use of our name under the caption "Legal
Opinions" in the Prospectus included in the Registration Statement.

                                    Very truly yours,

                                    /s/ Simpson Thacher & Bartlett

                                    SIMPSON THACHER & BARTLETT
[{"type": "8-K", "sequence": "1", "filename": "kp8kjune.txt", "description": "KENTUCKY POWER OFFERING OF $125M, SENIOR NOTES", "secsgml_size_bytes": 80121}]
{"company-data": {"conformed-name": "KENTUCKY POWER CO", "cik": "0000055373", "assigned-sic": "4931", "irs-number": "610247775", "state-of-incorporation": "KY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-06858", "film-number": "02690976"}, "business-address": {"street1": "1701 CENTRAL AVE", "city": "ASHLAND", "state": "KY", "zip": "41101", "phone": "6063271111"}, "mail-address": {"street1": "1 RIVERSIDE PLAZA", "city": "CPLUMBUS", "state": "OH", "zip": "43215"}, "former-company": {"former-conformed-name": "KENTUCKY WEST VIRGINIA GAS CO", "date-changed": "19660829"}}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                          Date of Report: June 25, 2002
                        (Date of earliest event reported)

 Commission        Registrant; State of Incorporation;           I.R.S. Employer
 File Number          Address; and Telephone Number           Identification No.

  1-6858                     KENTUCKY POWER COMPANY                  61-0247775
                            (A Kentucky Corporation)
                                1 Riverside Plaza
                              Columbus, Ohio 43215
                            Telephone (614) 223-1000
Item 5.  Other Events and Regulation FD Disclosure.

     On June 25, 2002,  Kentucky Power Company (the  "Company")  entered into an
Underwriting Agreement with Barclays Capital Inc. and Credit Suisse First Boston
Corporation,  as representatives of the underwriters named therein,  relating to
the offering and sale by the Company of  $125,000,000 of its 5.50% Senior Notes,
Series A, due 2007 (the "Notes").

Item 7. Financial Statements and Exhibits

     (c)  Exhibits

          1(a) Underwriting Agreement,  dated June 25, 2002, between the Company
               and  Barclays  Capital,  Inc.  and  Credit  Suisse  First  Boston
               Corporation, as representatives of the several underwriters named
               in Exhibit 1 thereto, in connection with the sale of the Notes.

          4(a) Company  Order and  Officers'  Certificate,  dated June 28, 2002,
               establishing the terms of the Notes.

          4(b) Form of the Notes (included in Exhibit 4(a) hereto).

          5(a) Opinion of Simpson  Thacher & Bartlett  regarding the legality of
               the Notes.
SIGNATURE

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.

                                                KENTUCKY POWER COMPANY

                                            By:/s/ Thomas G. Berkemeyer
                                               ---------------------------------
                                                   Assistant Secretary
June 28, 2002
EXHIBIT INDEX

Exhibit   Description
Number

1(a) Underwriting  Agreement,  dated June 25,  2002,  between  the  Company  and
     Barclays  Capital Inc.  and Credit  Suisse  First  Boston  Corporation,  as
     representatives of the several  underwriters named in Exhibit 1 thereto, in
     connection with the sale of the Notes.

4(a) Company Order and Officers' Certificate,  dated June 28, 2002, establishing
     the terms of the Notes.

4(b) Form of the Notes (included in Exhibit 4(a) hereto).

5(a) Opinion of Simpson Thacher & Bartlett regarding the legality of the Notes.
EXHIBIT 1(a)

                             KENTUCKY POWER COMPANY

                             Underwriting Agreement

                               Dated June 25, 2002

     AGREEMENT made between KENTUCKY POWER COMPANY, a corporation  organized and
existing under the laws of the  Commonwealth of Kentucky (the Company),  and the
several persons,  firms and corporations (the  Underwriters)  named in Exhibit 1
hereto.

                                   WITNESSETH:

     WHEREAS,  the  Company  proposes to issue and sell  $125,000,000  principal
amount of its 5.50% Senior  Notes,  Series A, due 2007 (the Senior  Notes) to be
issued  pursuant to the  Indenture  dated as of September  1, 1997,  between the
Company and Bankers Trust Company, now Deutsche Bank Trust Company Americas,  as
trustee  (the  Trustee),  as  heretofore  supplemented  and amended and as to be
further  supplemented  and amended  (said  Indenture  as so  supplemented  being
hereafter referred to as the Indenture); and

     WHEREAS,   the  Underwriters  have  designated  the  persons  signing  this
Agreement (collectively, the Representative) to execute this Agreement on behalf
of the respective Underwriters and to act for the respective Underwriters in the
manner provided in this Agreement; and

     WHEREAS,  the  Company  has  prepared  and filed,  in  accordance  with the
provisions of the  Securities  Act of 1933 (the Act),  with the  Securities  and
Exchange  Commission  (the  Commission),  a  registration  statement  (File  No.
333-87216) and a prospectus  relating to  $375,000,000  principal  amount of its
Unsecured Notes and such registration statement has become effective; and

     WHEREAS, such registration  statement,  including the financial statements,
the documents  incorporated  or deemed  incorporated  therein by reference,  the
exhibits  thereto,  being  herein  called the  Registration  Statement,  and the
prospectus,  including the documents incorporated or deemed incorporated therein
by reference,  constituting a part of such Registration  Statement, as it may be
last amended or supplemented  prior to the effectiveness of this Agreement,  but
excluding any amendment or supplement  relating solely to securities  other than
the  Senior  Notes,  being  herein  called the Basic  Prospectus,  and the Basic
Prospectus,   as  supplemented  by  a  prospectus   supplement  (the  Prospectus
Supplement) to include information  relating to the Senior Notes,  including the
names of the  Underwriters,  the price and terms of the  offering,  the interest
rate, maturity date and certain other information  relating to the Senior Notes,
which  will  be  filed  with  the  Commission  pursuant  to Rule  424(b)  of the
Commission's General Rules and Regulations under the Act (the Rules),  including
all documents then incorporated or deemed to have been  incorporated  therein by
reference, being herein called the Prospectus.

     NOW,  THEREFORE,  in consideration of the premises and the mutual covenants
herein contained, it is agreed between the parties as follows:

     1. Purchase and Sale: Upon the basis of the warranties and  representations
and on the terms and  subject to the  conditions  herein set forth,  the Company
agrees  to sell to the  respective  Underwriters  named  in  Exhibit  1  hereto,
severally and not jointly,  and the respective  Underwriters,  severally and not
jointly, agree to purchase from the Company, the respective principal amounts of
the  Senior  Notes set  opposite  their  names in  Exhibit  1  hereto,  together
aggregating  all of the  Senior  Notes,  at a  price  equal  to  99.218%  of the
principal amount thereof.

     2. Payment and Delivery:  Payment for the Senior Notes shall be made to the
Company in  immediately  available  funds or in such other manner as the Company
and the Representative  shall mutually agree upon in writing,  upon the delivery
of the Senior Notes to Barclays Capital Inc. for the respective  accounts of the
Underwriters  against receipt therefor signed by the Representative on behalf of
itself  and for the other  Underwriters.  Such  delivery  shall be made at 10:00
A.M.,  New York Time, on June 28, 2002 (or on such later  business day, not more
than five business days  subsequent to such day, as may be mutually  agreed upon
by the Company and the  Underwriters),  unless  postponed in accordance with the
provisions of Section 7 hereof, at the office of Simpson Thacher & Bartlett, 425
Lexington  Avenue,  New York,  New York  10017,  or at such  other  place as the
Company and the  Representative  shall  mutually  agree in writing.  The time at
which payment and delivery are to be made is herein called the Time of Purchase.

     The  delivery of the Senior Notes shall be made in fully  registered  form,
registered  in the name of CEDE & CO.,  to the offices of The  Depository  Trust
Company in New York, New York and the Underwriters shall accept such delivery.

     3. Conditions of Underwriters' Obligations:  The several obligations of the
Underwriters  hereunder  are  subject  to the  accuracy  of the  warranties  and
representations on the part of the Company on the date hereof and at the Time of
Purchase and to the following other  conditions:

     (a)  That all legal  proceedings  to be taken and all legal  opinions to be
          rendered  in  connection  with the issue and sale of the Senior  Notes
          shall be satisfactory  in form and substance to Dewey  Ballantine LLP,
          counsel to the Underwriters.

     (b)  That, at the Time of Purchase,  the Representative  shall be furnished
          with the  following  opinions,  dated the day of the Time of Purchase,
          with  conformed  copies or signed  counterparts  thereof for the other
          Underwriters,  with such changes  therein as may be agreed upon by the
          Company and the  Representative  with the approval of Dewey Ballantine
          LLP, counsel to the Underwriters:

          (1)  Opinion  of Simpson  Thacher &  Bartlett  and either of Thomas G.
               Berkemeyer,  Esq. or Ann B. Graf,  Esq.,  counsel to the Company,
               substantially in the forms heretofore  previously provided to the
               Underwriters;

          (2)  Opinion of Dewey  Ballantine  LLP,  counsel to the  Underwriters,
               substantially in the form heretofore  previously  provided to the
               Underwriters.

     (c)  That the  Representative  shall have received a letter from Deloitte &
          Touche LLP in form and substance  satisfactory to the  Representative,
          dated as of the day of the Time of Purchase,  (i) confirming that they
          are independent certified public accountants within the meaning of the
          Act  and  the  applicable  published  rules  and  regulations  of  the
          Commission  thereunder,   (ii)  stating  that  in  their  opinion  the
          financial  statements  audited by them and included or incorporated by
          reference  in the  Registration  Statement  complied as to form in all
          material respects with the then applicable accounting  requirements of
          the   Commission,   including  the  applicable   published  rules  and
          regulations of the Commission and (iii) covering as of a date not more
          than five  business days prior to the day of the Time of Purchase such
          other matters as the Representative reasonably requests.

     (d)  That no amendment to the Registration Statement and that no prospectus
          or prospectus  supplement of the Company (other than the prospectus or
          amendments,  prospectuses or prospectus supplements relating solely to
          securities  other than the Senior Notes)  relating to the Senior Notes
          and no document which would be deemed  incorporated  in the Prospectus
          by reference filed subsequent to the date hereof and prior to the Time
          of Purchase shall contain material information substantially different
          from  that   contained  in  the   Registration   Statement   which  is
          unsatisfactory in substance to the Representative or unsatisfactory in
          form to Dewey Ballantine LLP, counsel to the Underwriters.

     (e)  That, at the Time of Purchase,  an  appropriate  order of the Kentucky
          Public Service Commission,  necessary to permit the sale of the Senior
          Notes to the Underwriters,  shall be in effect; and that, prior to the
          Time of Purchase,  no stop order with respect to the  effectiveness of
          the Registration Statement shall have been issued under the Act by the
          Commission or proceedings therefor initiated.

     (f)  That, at the Time of Purchase,  there shall not have been any material
          adverse change in the business,  properties or financial  condition of
          the Company from that set forth in the Prospectus  (other than changes
          referred  to in or  contemplated  by the  Prospectus),  and  that  the
          Company  shall,  at  the  Time  of  Purchase,  have  delivered  to the
          Representative a certificate of an executive officer of the Company to
          the effect that, to the best of his knowledge, information and belief,
          there has been no such change.

     (g)  That the Company shall have  performed such of its  obligations  under
          this  Agreement  as are to be  performed  at or  before  the  Time  of
          Purchase by the terms hereof. 4. Certain Covenants of the Company:  In
          further  consideration  of the agreements of the  Underwriters  herein
          contained, the Company covenants as follows:

          (a)  As  soon  as  practicable,  and  in any  event  within  the  time
               prescribed by Rule 424 under the Act, to file the Prospectus with
               the  Commission;  as soon as the Company is advised  thereof,  to
               advise the  Representative  and  confirm the advice in writing of
               any  request  made  by  the  Commission  for  amendments  to  the
               Registration   Statement   or   Prospectus   or  for   additional
               information  with respect thereto or of the entry of a stop order
               suspending the effectiveness of the Registration  Statement or of
               the initiation or threat of any proceedings for that purpose and,
               if such a stop order should be entered by the Commission, to make
               every  reasonable  effort to obtain the prompt lifting or removal
               thereof.

          (b)  To  deliver  to the  Underwriters,  without  charge,  as  soon as
               practicable  (and in any  event  within  24 hours  after the date
               hereof),  and from time to time thereafter  during such period of
               time (not  exceeding  nine months)  after the date hereof as they
               are  required by law to deliver a  prospectus,  as many copies of
               the Prospectus (as  supplemented  or amended if the Company shall
               have made any  supplements  or  amendments  thereto,  other  than
               supplements  or amendments  relating  solely to securities  other
               than the  Senior  Notes)  as the  Representative  may  reasonably
               request;  and in case any  Underwriter  is  required to deliver a
               prospectus  after the  expiration  of nine months  after the date
               hereof,  to  furnish to any  Underwriter,  upon  request,  at the
               expense  of  such  Underwriter,   a  reasonable   quantity  of  a
               supplemental  prospectus  or of  supplements  to  the  Prospectus
               complying with Section 10(a)(3) of the Act.

          (c)  To  furnish  to  the  Representative  a  copy,  certified  by the
               Secretary  or an  Assistant  Secretary  of  the  Company,  of the
               Registration Statement as initially filed with the Commission and
               of all  amendments  thereto  (exclusive of exhibits),  other than
               amendments  relating  solely to securities  other than the Senior
               Notes  and,  upon  request,  to  furnish  to  the  Representative
               sufficient  plain copies  thereof  (exclusive  of  exhibits)  for
               distribution of one to the other Underwriters.

          (d)  For such period of time (not  exceeding  nine  months)  after the
               date hereof as they are required by law to deliver a  prospectus,
               if any  event  shall  have  occurred  as a result  of which it is
               necessary to amend or supplement  the Prospectus in order to make
               the statements  therein,  in the light of the circumstances  when
               the  Prospectus  is  delivered  to a  purchaser,  not contain any
               untrue  statement  of a  material  fact or not omit to state  any
               material fact required to be stated therein or necessary in order
               to make the  statements  therein  not  misleading,  forthwith  to
               prepare and furnish,  at its own expense, to the Underwriters and
               to  dealers  (whose  names and  addresses  are  furnished  to the
               Company by the  Representative)  to whom principal amounts of the
               Senior  Notes may have been  sold by the  Representative  for the
               accounts of the  Underwriters  and,  upon  request,  to any other
               dealers  making such  request,  copies of such  amendments to the
               Prospectus or supplements to the Prospectus.

          (e)  As soon as practicable, the Company will make generally available
               to its  security  holders  and to the  Underwriters  an  earnings
               statement or statement of the Company and its subsidiaries  which
               will satisfy the  provisions of Section 11(a) of the Act and Rule
               158 under the Act.

          (f)  To use its best efforts to qualify the Senior Notes for offer and
               sale   under  the   securities   or  "blue   sky"  laws  of  such
               jurisdictions  as the  Representative  may  designate  within six
               months  after the date hereof and itself to pay, or to  reimburse
               the  Underwriters and their counsel for,  reasonable  filing fees
               and expenses in  connection  therewith in an amount not exceeding
               $3,500 in the aggregate  (including filing fees and expenses paid
               and  incurred  prior to the  effective  date  hereof),  provided,
               however,  that the Company  shall not be required to qualify as a
               foreign corporation or to file a consent to service of process or
               to file annual  reports or to comply with any other  requirements
               deemed by the Company to be unduly burdensome.

          (g)  To pay all expenses, fees and taxes (other than transfer taxes on
               resales of the Senior Notes by the  respective  Underwriters)  in
               connection  with the issuance  and delivery of the Senior  Notes,
               except  that the  Company  shall be  required to pay the fees and
               disbursements (other than disbursements  referred to in paragraph
               (f) of this Section 4) of Dewey  Ballantine  LLP,  counsel to the
               Underwriters,  only in the events  provided in  paragraph  (h) of
               this Section 4 and paragraph  (c) of Section 5, the  Underwriters
               hereby agreeing to pay such fees and  disbursements  in any other
               event.

          (h)  If the  Underwriters  shall  not  take up and pay for the  Senior
               Notes due to the failure of the Company to comply with any of the
               conditions  specified in Section 3 hereof,  or, if this Agreement
               shall be terminated in accordance  with the provisions of Section
               7 or 8  hereof,  to pay  the  fees  and  disbursements  of  Dewey
               Ballantine  LLP,  counsel  to  the  Underwriters,   and,  if  the
               Underwriters  shall not take up and pay for the Senior  Notes due
               to  the  failure  of  the  Company  to  comply  with  any  of the
               conditions  specified  in  Section 3  hereof,  to  reimburse  the
               Underwriters for their reasonable  out-of-pocket  expenses, in an
               aggregate  amount not  exceeding a total of $10,000,  incurred in
               connection with the financing contemplated by this Agreement.

          (i)  The Company will timely file any certificate  required by Rule 52
               under  the  Public  Utility   Holding  Company  Act  of  1935  in
               connection with the sale of the Senior Notes.

          (j)  During the period  from the date  hereof  and  continuing  to and
               including  the earlier of (i) the date which is after the Time of
               Purchase on which the distribution of the Senior Notes ceases, as
               determined by the Representative in its sole discretion, and (ii)
               the date which is 30 days after the Time of Purchase, the Company
               agrees not to offer, sell,  contract to sell or otherwise dispose
               of any Senior Notes of the Company or any  substantially  similar
               securities   of  the   Company   without   the   consent  of  the
               Representative.

     5. Warranties of and Indemnity by the Company:  The Company  represents and
warrants to, and agrees with each Underwriter, as set forth below:

     (a)  the  Registration  Statement on its effective  date  complied,  or was
          deemed to comply,  with the  applicable  provisions of the Act and the
          rules and regulations of the Commission and the Registration Statement
          at its  effective  date did not, and at the Time of Purchase will not,
          contain  any untrue  statement  of a material  fact or omit to state a
          material fact  required to be stated  therein or necessary to make the
          statements  therein not  misleading,  and the Basic  Prospectus on the
          date  of this  Agreement  and  the  Prospectus  when  first  filed  in
          accordance with Rule 424(b) complies,  and at the Time of Purchase the
          Prospectus will comply, with the applicable  provisions of the Act and
          the  Trust  Indenture  Act of 1939,  as  amended,  and the  rules  and
          regulations  of the  Commission,  the Basic  Prospectus on the date of
          this Agreement and the Prospectus  when first filed in accordance with
          Rule 424(b)  under the Act do not, and the  Prospectus  at the Time of
          Purchase will not,  contain any untrue statement of a material fact or
          omit to  state a  material  fact  required  to be  stated  therein  or
          necessary  to  make  the  statements  therein,  in  the  light  of the
          circumstances under which they were made, not misleading,  except that
          the Company makes no warranty or  representation  to the  Underwriters
          with respect to any statements or omissions  made in the  Registration
          Statement, the Basic Prospectus or the Prospectus in reliance upon and
          in conformity with information furnished in writing to the Company by,
          or through the Representative on behalf of, any Underwriter  expressly
          for  use  in the  Registration  Statement,  the  Basic  Prospectus  or
          Prospectus, or to any statements in or omissions from that part of the
          Registration   Statement  that  shall   constitute  the  Statement  of
          Eligibility  under the Trust  Indenture  Act of 1939 of any  indenture
          trustee under an indenture of the Company.

     (b)  As of the  Time  of  Purchase,  the  Indenture  will  have  been  duly
          authorized by the Company and duly qualified under the Trust Indenture
          Act of 1939,  as amended,  and,  when  executed  and  delivered by the
          Trustee and the Company,  will  constitute a legal,  valid and binding
          instrument  enforceable  against  the Company in  accordance  with its
          terms and such Senior Notes will have been duly authorized,  executed,
          authenticated  and,  when  paid for by the  purchasers  thereof,  will
          constitute  legal,  valid  and  binding  obligations  of  the  Company
          entitled   to  the   benefits   of  the   Indenture,   except  as  the
          enforceability  thereof may be limited by bankruptcy,  insolvency,  or
          other similar laws affecting the  enforcement of creditors'  rights in
          general,  and except as the  availability  of the  remedy of  specific
          performance is subject to general  principles of equity (regardless of
          whether  such remedy is sought in a  proceeding  in equity or at law),
          and by an implied covenant of good faith and fair dealing.

     (c)  To the extent  permitted by law, the Company  agrees to indemnify  and
          hold you harmless,  your  officers and  directors and each person,  if
          any,  who  controls  you within the  meaning of Section 15 of the Act,
          against any and all losses, claims,  damages or liabilities,  joint or
          several,  to which you, they or any of you or them may become  subject
          under the Act or otherwise,  and to reimburse you and such controlling
          person or persons, if any, for any legal or other expenses incurred by
          you or them in connection  with defending any action,  insofar as such
          losses,  claims,  damages,  liabilities or actions arise out of or are
          based upon any  alleged  untrue  statement  or untrue  statement  of a
          material fact contained in the  Registration  Statement,  in the Basic
          Prospectus (if used prior to the effective date of this Agreement), or
          in the  Prospectus,  or if the  Company  shall  furnish or cause to be
          furnished to you any amendments or any  supplements to the Prospectus,
          in the Prospectus as so amended or  supplemented  except to the extent
          that such amendments or supplements  relate solely to securities other
          than  the  Senior  Notes  (provided  that if such  Prospectus  or such
          Prospectus,  as amended or  supplemented,  is used after the period of
          time  referred  to in  Section  4(b)  hereof,  it shall  contain  such
          amendments or  supplements  as the Company  deems  necessary to comply
          with Section  10(a) of the Act), or arise out of or are based upon any
          alleged omission or omission to state therein a material fact required
          to be stated therein or necessary to make the  statements  therein not
          misleading,   except   insofar  as  such  losses,   claims,   damages,
          liabilities or actions arise out of or are based upon any such alleged
          untrue  statement or omission,  or untrue  statement or omission which
          was made in the Registration  Statement, in the Basic Prospectus or in
          the Prospectus, or in the Prospectus as so amended or supplemented, in
          reliance upon and in conformity with information  furnished in writing
          to the  Company by or through  the  Representative  expressly  for use
          therein or with any  statements in or omissions  from that part of the
          Registration   Statement  that  shall   constitute  the  Statement  of
          Eligibility  under the Trust  Indenture Act of any  indenture  trustee
          under  an  indenture  of the  Company  or with  any  statements  in or
          omissions under the caption "Notice to Canadian  Residents"  contained
          in the Prospectus Supplement, and except that this indemnity shall not
          inure to your benefit (or of any person controlling you) on account of
          any losses, claims,  damages,  liabilities or actions arising from the
          sale of the Senior  Notes to any person if such loss  arises  from the
          fact  that  a  copy  of  the  Prospectus,  as the  same  may  then  be
          supplemented  or amended to the extent such Prospectus was provided to
          you by the Company (excluding, however, any document then incorporated
          or deemed incorporated therein by reference), was not sent or given by
          you to such person with or prior to the  written  confirmation  of the
          sale involved and the alleged  omission or alleged untrue statement or
          omission  or untrue  statement  was  corrected  in the  Prospectus  as
          supplemented  or  amended at the time of such  confirmation,  and such
          Prospectus, as amended or supplemented, was timely delivered to you by
          the Company.  You agree  promptly  after the receipt by you of written
          notice of the commencement of any action in respect to which indemnity
          from the Company on account of its agreement contained in this Section
          5(c) may be sought by you, or by any person controlling you, to notify
          the Company in writing of the commencement  thereof, but your omission
          so to notify the  Company of any such  action  shall not  release  the
          Company  from  any  liability  which  it may  have  to you or to  such
          controlling   person  otherwise  than  on  account  of  the  indemnity
          agreement  contained  in this  Section  5(c).  In case any such action
          shall be brought  against you or any such person  controlling  you and
          you shall  notify the Company of the  commencement  thereof,  as above
          provided, the Company shall be entitled to participate in, and, to the
          extent that it shall wish,  including  the  selection of counsel (such
          counsel to be reasonably  acceptable  to the  indemnified  party),  to
          direct the  defense  thereof at its own  expense.  In case the Company
          elects to direct such  defense and select such  counsel  (hereinafter,
          Company's counsel), you or any controlling person shall have the right
          to  employ  your own  counsel,  but,  in any such  case,  the fees and
          expenses  of such  counsel  shall be at your  expense  unless  (i) the
          Company  has agreed in writing to pay such fees and  expenses  or (ii)
          the named parties to any such action (including any impleaded parties)
          include both you or any controlling  person and the Company and you or
          any controlling  person shall have been advised by your counsel that a
          conflict  of interest  between the Company and you or any  controlling
          person may arise (and the Company's  counsel  shall have  concurred in
          good faith with such  advice) and for this reason it is not  desirable
          for the Company's counsel to represent both the indemnifying party and
          the indemnified party (it being understood,  however, that the Company
          shall not, in  connection  with any one such  action or  separate  but
          substantially  similar  or related  actions  in the same  jurisdiction
          arising  out of the same  general  allegations  or  circumstances,  be
          liable for the reasonable  fees and expenses of more than one separate
          firm of attorneys  for you or any  controlling  person (plus any local
          counsel retained by you or any controlling  person in their reasonable
          judgment), which firm (or firms) shall be designated in writing by you
          or any controlling  person). No indemnifying party shall,  without the
          prior written consent of the indemnified parties, settle or compromise
          or  consent  to  the  entry  of  any  judgment  with  respect  to  any
          litigation,  or any  investigation  or proceeding by any  governmental
          agency or body,  commenced or threatened,  or any claim  whatsoever in
          respect of which  indemnification could be sought under this Section 5
          (whether  or not the  indemnified  parties  are  actual  or  potential
          parties  thereto),  unless such settlement,  compromise or consent (i)
          includes an unconditional  release of each indemnified  party from all
          liability arising out of such litigation, investigation, proceeding or
          claim and (ii) does not include a statement  as to or an  admission of
          fault,  culpability  or a  failure  to  act  by or on  behalf  of  any
          indemnified  party. In no event shall any indemnifying  party have any
          liability or responsibility in respect of the settlement or compromise
          of, or  consent  to the entry of any  judgment  with  respect  to, any
          pending  or  threatened  action or claim  effected  without  its prior
          written consent.

     (d)  The documents  incorporated by reference in the Registration Statement
          or Prospectus,  when they were filed with the Commission,  complied in
          all material  respects with the applicable  provisions of the 1934 Act
          and the rules and regulations of the Commission thereunder,  and as of
          such time of filing,  when read together with the Prospectus,  none of
          such  documents  contained an untrue  statement of a material  fact or
          omitted  to state a material  fact  required  to be stated  therein or
          necessary  to  make  the  statements  therein,  in  the  light  of the
          circumstances under which they were made, not misleading.

     (e)  Since the  respective  dates as of which  information  is given in the
          Registration  Statement  and  the  Prospectus,   except  as  otherwise
          referred  to or  contemplated  therein,  there  has  been no  material
          adverse change in the business,  properties or financial  condition of
          the Company.

     (f)  This Agreement has been duly authorized, executed and delivered by the
          Company.

     (g)  The  consummation  by the  Company  of the  transactions  contemplated
          herein  will not  conflict  with,  or result in a breach of any of the
          terms or provisions  of, or constitute a default  under,  or result in
          the creation or imposition of any lien, charge or encumbrance upon any
          property  or assets of the  Company  under  any  contract,  indenture,
          mortgage, loan agreement, note, lease or other agreement or instrument
          to  which  the  Company  is a party  or by which it may be bound or to
          which any of its  properties  may be subject  (except  for  conflicts,
          breaches  or  defaults  which  would  not,   individually  or  in  the
          aggregate,  be materially adverse to the Company or materially adverse
          to the transactions contemplated by this Agreement.)

     (h)  No  authorization,   approval,  consent  or  order  of  any  court  or
          governmental  authority or agency is necessary in connection  with the
          issuance  and  sale  by  the  Company  of  the  Senior  Notes  or  the
          transactions by the Company contemplated in this Agreement, except (A)
          such  as may  be  required  under  the  1933  Act  or  the  rules  and
          regulations  thereunder;  (B) such as may be required under the Public
          Utility  Holding  Company Act of 1935, as amended (the 1935 Act);  (C)
          the  qualification  of the  Indenture  under  the  1939  Act;  (D) the
          approval  of the  Kentucky  Public  Service  Commission;  and (E) such
          consents, approvals,  authorizations,  registrations or qualifications
          as may be required under state securities or Blue Sky laws.

     The Company's indemnity agreement contained in Section 5(c) hereof, and its
covenants,  warranties and  representations  contained in this Agreement,  shall
remain in full force and effect  regardless of any  investigation  made by or on
behalf of any  person,  and shall  survive  the  delivery of and payment for the
Senior Notes hereunder.

     6. Warranties of and Indemnity by Underwriters:

     (a)  Each   Underwriter   warrants  and  represents  that  the  information
          furnished in writing to the Company through the Representative for use
          in  the  Registration  Statement,  in  the  Basic  Prospectus,  in the
          Prospectus, or in the Prospectus as amended or supplemented is correct
          as to such Underwriter.

     (b)  Each Underwriter agrees, to the extent permitted by law, severally and
          not jointly,  to  indemnify,  hold harmless and reimburse the Company,
          its  directors  and such of its  officers  as shall  have  signed  the
          Registration  Statement,  and each  person,  if any,  who controls the
          Company  within the  meaning  of  Section  15 of the Act,  to the same
          extent  and upon the same  terms  as the  indemnity  agreement  of the
          Company set forth in Section  5(c)  hereof,  but only with  respect to
          untrue statements or alleged untrue statements or omissions or alleged
          omissions  made  in  the  Registration  Statement,  or  in  the  Basic
          Prospectus,  or in the Prospectus,  or in the Prospectus as so amended
          or  supplemented,  in reliance upon and in conformity with information
          furnished in writing to the Company by the Representative on behalf of
          such  Underwriter  expressly  for  use  therein.  The  Company  agrees
          promptly after the receipt by it of written notice of the commencement
          of any  action in respect  to which  indemnity  from you on account of
          your  agreement  contained  in this  Section 6(b) may be sought by the
          Company,  or by any person  controlling the Company,  to notify you in
          writing of the commencement  thereof, but the Company's omission so to
          notify you of any such action shall not release you from any liability
          which  you may  have to the  Company  or to  such  controlling  person
          otherwise than on account of the indemnity agreement contained in this
          Section 6(b).

     The  indemnity  agreement  on the  part of each  Underwriter  contained  in
Section 6(b) hereof, and the warranties and  representations of such Underwriter
contained in this Agreement, shall remain in full force and effect regardless of
any investigation made by or on behalf of the Company or other person, and shall
survive the delivery of and payment for the Senior Notes hereunder.

     7. Default of Underwriters:  If any Underwriter  under this Agreement shall
fail or  refuse  (otherwise  than for some  reason  sufficient  to  justify,  in
accordance  with the  terms  hereof,  the  cancellation  or  termination  of its
obligations  hereunder) to purchase and pay for the  principal  amount of Senior
Notes which it has agreed to purchase and pay for  hereunder,  and the aggregate
principal   amount  of  Senior  Notes  which  such  defaulting   Underwriter  or
Underwriters agreed but failed or refused to purchase is not more than one-tenth
of the aggregate  principal amount of the Senior Notes,  the other  Underwriters
shall be  obligated  severally  in the  proportions  which the amounts of Senior
Notes set forth  opposite  their names in Exhibit 1 hereto bear to the aggregate
principal  amount of  Senior  Notes  set  forth  opposite  the names of all such
non-defaulting Underwriters,  to purchase the Senior Notes which such defaulting
Underwriter  or  Underwriters  agreed but failed or refused to  purchase  on the
terms set forth herein;  provided that in no event shall the principal amount of
Senior Notes which any Underwriter has agreed to purchase  pursuant to Section 1
hereof  be  increased  pursuant  to this  Section  7 by an  amount  in excess of
one-ninth of such principal  amount of Senior Notes without the written  consent
of such Underwriter.  If any Underwriter or Underwriters shall fail or refuse to
purchase  Senior Notes and the aggregate  principal  amount of Senior Notes with
respect to which such default  occurs is more than  one-tenth  of the  aggregate
principal amount of the Senior Notes then this Agreement shall terminate without
liability on the part of any non-defaulting Underwriter; provided, however, that
the non-defaulting Underwriters may agree, in their sole discretion, to purchase
the Senior Notes which such defaulting  Underwriter or  Underwriters  agreed but
failed or refused to purchase on the terms set forth herein. In the event of any
such  termination,  the  Company  shall  not  be  under  any  liability  to  any
Underwriter (except to the extent, if any, provided in Section 4(h) hereof), nor
shall any  Underwriter  (other  than an  Underwriter  who shall  have  failed or
refused to purchase the Senior Notes without some reason  sufficient to justify,
in  accordance  with  the  terms  hereof,  its  termination  of its  obligations
hereunder) be under any liability to the Company or any other Underwriter.

     Nothing herein contained shall release any defaulting  Underwriter from its
liability  to  the  Company  or  any  non-defaulting   Underwriter  for  damages
occasioned by its default hereunder.

     8.  Termination  of Agreement by the  Underwriters:  This  Agreement may be
terminated at any time prior to the Time of Purchase by the  Representative  if,
after the  execution  and  delivery of this  Agreement  and prior to the Time of
Purchase, in the Representative's reasonable judgment, the Underwriters' ability
to market  the  Senior  Notes  shall  have been  materially  adversely  affected
because:

          (i) trading in  securities on the New York Stock  Exchange  shall have
     been  generally  suspended  by the  Commission  or by the  New  York  Stock
     Exchange, or

          (ii)  there  shall  have   occurred  any  outbreak  or  escalation  of
     hostilities,  declaration  by the United States of a national  emergency or
     war or other national or international calamity or crisis, or

          (iii) a general banking moratorium shall have been declared by Federal
     or New York State authorities, or

          (iv)  there  shall  have  been  any  decrease  in the  ratings  of the
     Company's debt securities by Moody's Investors Services,  Inc. (Moody's) or
     Standard  & Poor's  Ratings  Group  (S&P) or  either  Moody's  or S&P shall
     publicly announce that it has such debt securities under  consideration for
     possible downgrade.

     If the  Representative  elects to terminate this Agreement,  as provided in
this Section 8, the Representative will promptly notify the Company by telephone
or by telex or facsimile  transmission,  confirmed in writing. If this Agreement
shall not be carried out by any Underwriter for any reason permitted  hereunder,
or if the sale of the Senior Notes to the  Underwriters  as herein  contemplated
shall not be carried  out  because  the  Company is not able to comply  with the
terms hereof, the Company shall not be under any obligation under this Agreement
and shall not be liable to any Underwriter or to any member of any selling group
for the loss of anticipated  profits from the transactions  contemplated by this
Agreement (except that the Company shall remain liable to the extent provided in
Section  4(h)  hereof) and the  Underwriters  shall be under no liability to the
Company nor be under any liability under this Agreement to one another.

     9.  Notices:  All  notices  hereunder  shall,  unless  otherwise  expressly
provided, be in writing and be delivered at or mailed to the following addresses
or by telex or  facsimile  transmission  confirmed  in writing to the  following
addresses:  if to the  Underwriters,  to the  Representative at Barclays Capital
Inc., 222 Broadway, New York, New York 10038,  Attention:  Pamela Kendall - U.S.
Transaction  Management - Barclays,  and, if to the Company,  to Kentucky  Power
Company,  c/o American  Electric Power Service  Corporation,  1 Riverside Plaza,
Columbus, Ohio 43215, Attention: A. A. Pena, Treasurer, (fax 614/223-1687).

     10.  Parties in Interest:  The  agreement  herein set forth has been and is
made solely for the benefit of the  Underwriters,  the  Company  (including  the
directors  thereof  and such of the  officers  thereof as shall have  signed the
Registration  Statement),  the  controlling  persons,  if  any,  referred  to in
Sections 5 and 6 hereof, and their respective successors, assigns, executors and
administrators, and, except as expressly otherwise provided in Section 7 hereof,
no other person  shall  acquire or have any right under or by the virtue of this
Agreement.

     11. Definition of Certain Terms: If there be two or more persons,  firms or
corporations named in Exhibit 1 hereto, the term "Underwriters", as used herein,
shall be deemed to mean the several  persons,  firms or  corporations,  so named
(including the  Representative  herein mentioned,  if so named) and any party or
parties substituted pursuant to Section 7 hereof, and the term "Representative",
as used herein,  shall be deemed to mean the  representative or  representatives
designated by, or in the manner authorized by, the Underwriters. All obligations
of the Underwriters  hereunder are several and not joint. If there shall be only
one  person,   firm  or  corporation  named  in  Exhibit  1  hereto,   the  term
"Underwriters" and the term  "Representative",  as used herein,  shall mean such
person,  firm or  corporation.  The term  "successors" as used in this Agreement
shall not include any purchaser,  as such purchaser,  of any of the Senior Notes
from any of the respective Underwriters.

     12. Conditions of the Company's Obligations: The obligations of the Company
hereunder  are subject to the  Underwriters'  performance  of their  obligations
hereunder,  and the further  condition that at the Time of Purchase the Kentucky
Public Service Commission shall have issued an appropriate order, and such order
shall remain in full force and effect, authorizing the transactions contemplated
hereby.

     13.  Applicable  Law:  This  Agreement  will be governed  and  construed in
accordance with the laws of the State of New York.

     14.  Execution of  Counterparts:  This Agreement may be executed in several
counterparts,  each of which shall be  regarded as an original  and all of which
shall constitute one and the same document.

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
executed by their respective  officers  thereunto duly  authorized,  on the date
first above written.

                                             KENTUCKY POWER COMPANY

                                             By:    /s/ A. A. Pena
                                                ---------------------
                                                   A. A. Pena
                                                   Vice President
BARCLAYS CAPITAL INC.
CREDIT SUISSE FIRST BOSTON CORPORATION
         as Representatives
and on behalf of the Underwriters
         named in Exhibit 1 hereto

BARCLAYS CAPITAL INC.

By: /s/ James Glascott__________
     Name:  James Glascott
     Title: Managing Director

CREDIT SUISSE FIRST BOSTON CORPORATION

By:/s/ Reginald Frazier__________
     Name:  Reginald Frazier
     Title: Managing Director
EXHIBIT 1

               Name                               Principal Amount

Barclays Capital Inc.                                $50,000,000

Credit Suisse First Boston Corporation               $50,000,000

BNP Paribas Securities Corp.                         $12,500,000

McDonald Investments, Inc., a Key Corp Company       $12,500,000
                                                     -----------
                    TOTAL                          $ 125,000,000
                                                   =============
EXHIBIT 4(a)
June 28, 2002

                     Company Order and Officers' Certificate
                     5.50% Senior Notes, Series A, due 2007

Deutsche Bank Trust Company Americas, as Trustee
100 Plaza one - MSJCY03-0604
Jersey City, NJ  07310

Ladies and Gentlemen:

Pursuant to Article Two of the  Indenture,  dated as of September 1, 1997 (as it
may be amended or supplemented,  the  "Indenture"),  from Kentucky Power Company
(the  "Company")  to Bankers  Trust  Company,  now Deutsche  Bank Trust  Company
Americas, as trustee (the "Trustee"),  and the Board Resolutions dated April 22,
2002, 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  5.50% Senior Notes,  Series A, due 2007 (the "Notes") are
hereby established. The Notes shall be in substantially the form attached hereto
as Exhibit 1.

     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 shall initially be
               authenticated  and delivered under the Indenture is $125,000,000,
               except as contemplated in Section 2.01(i) of the Indenture;

          (ii) the date on which the  principal  of the Notes  shall be  payable
               shall be July 1, 2007;

          (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  January 1 and July 1, and the  Regular  Record
               Date for the determination of holders to whom interest is payable
               on any such  Interest  Payment  Date shall be the  December 15 or
               June 15 preceding the relevant  Interest  Payment Date;  provided
               that the first Interest Payment Date shall be January 1, 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 Notes shall bear interest shall be
               5.50% 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 25
               basis points, plus, in each case, accrued interest thereon to the
               date of redemption.

               "Treasury Rate" means,  with respect to any redemption  date, the
               rate per  annum  equal  to the  semi-annual  equivalent  yield to
               maturity 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 Notes shall be "5.50%  Senior  Notes,  Series A,
               due 2007";

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

          (ix) not applicable;

          (x)  the Notes may 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) not applicable.

     3.  You  are  hereby  requested  to  authenticate   $125,000,000  aggregate
principal  amount of 5.50%  Senior  Notes,  Series A, due 2007,  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 June 25,  2002,  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
Assistant  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,

KENTUCKY POWER COMPANY

By:___________________________
          Assistant Treasurer

And:__________________________
           Assistant Secretary

Acknowledged by Trustee:

By:___________________________
          Authorized Signatory
EXHIBIT 1 to EXHIBIT 4(a)

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

No.   R1
                             KENTUCKY POWER COMPANY
                     5.50% Senior Notes, Series A, due 2007

CUSIP:  491386 AK 4                          Original Issue Date:  June 28, 2002

Stated Maturity:  July 1, 2007               Interest Rate:   5.50%

Principal Amount:  $125,000,000

Redeemable:       Yes  X       No
In Whole:         Yes  X       No
In Part:          Yes  X       No

     KENTUCKY POWER COMPANY, a corporation duly organized and existing under the
laws of the Commonwealth of Kentucky (herein referred to as the "Company", which
term includes any successor corporation under the Indenture hereinafter referred
to),  for value  received,  hereby  promises to pay to CEDE & CO. or  registered
assigns,  the Principal Amount specified above on the Stated Maturity  specified
above, and to pay interest on said Principal Amount from the Original Issue Date
specified above or from the most recent  interest  payment date (each such date,
an "Interest  Payment  Date") to which  interest has been paid or duly  provided
for,  semi-annually in arrears on January 1 and July 1 in each year,  commencing
on January 1, 2003, at the Interest Rate per annum  specified  above,  until the
Principal  Amount shall have been paid or duly provided for.  Interest  shall be
computed on the basis of a 360-day year of twelve 30-day months.

     The interest so payable,  and punctually  paid or duly provided for, on any
Interest  Payment Date, as provided in the Indenture,  as  hereinafter  defined,
shall be paid to the Person in whose name this Note (or one or more  Predecessor
Securities)  shall have been  registered at the close of business on the Regular
Record  Date with  respect to such  Interest  Payment  Date,  which shall be the
December  15 or June 15  (whether  or not a Business  Day),  as the case may be,
immediately preceding such Interest Payment Date, provided that interest payable
on the Stated  Maturity  or any  redemption  date shall be paid to the Person to
whom  principal  is  paid.  Any such  interest  not so  punctually  paid or duly
provided for shall  forthwith  cease to be payable to the Holder on such Regular
Record Date and shall be paid as provided in said Indenture.

     If any Interest Payment Date, any redemption date or Stated Maturity is not
a Business  Day,  then payment of the amounts due on this Note on such date will
be made on the next  succeeding  Business  Day, and no interest  shall accrue on
such  amounts  for the  period  from  and  after  such  Interest  Payment  Date,
redemption date or Stated Maturity,  as the case may be, with the same force and
effect as if made on such date.  The principal of (and premium,  if any) and the
interest  on this Note shall be  payable at the office or agency of the  Company
maintained  for that purpose in the Borough of Manhattan,  the City of New York,
New York,  in any coin or currency of the United  States of America which at the
time of  payment  is legal  tender for  payment  of public  and  private  debts;
provided,  however, that payment of interest (other than interest payable on the
Stated Maturity or any redemption date) may be made at the option of the Company
by check mailed to the registered  holder at such address as shall appear in the
Security Register.

     This  Note is one of a duly  authorized  series  of  Notes  of the  Company
(herein sometimes referred to as the "Notes"),  specified in the Indenture,  all
issued or to be issued in one or more series  under and pursuant to an Indenture
dated as of September 1, 1997 duly  executed and  delivered  between the Company
and  Bankers  Trust  Company,  now  Deutsche  Bank  Trust  Company  Americas,  a
corporation  organized and existing  under the laws of the State of New York, as
Trustee (herein  referred to as the "Trustee")  (such  Indenture,  as originally
executed  and  delivered  and  as  thereafter  supplemented  and  amended  being
hereinafter  referred  to as  the  "Indenture"),  to  which  Indenture  and  all
indentures supplemental thereto or Company Orders reference is hereby made for a
description  of the  rights,  limitations  of  rights,  obligations,  duties and
immunities  thereunder of the Trustee, the Company and the holders of the Notes.
By the terms of the  Indenture,  the Notes are issuable in series which may vary
as to amount, date of maturity, rate of interest and in other respects as in the
Indenture  provided.  This Note is one of the series of Notes  designated on the
face hereof.

     The Note is not subject to the benefits of any sinking fund.

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

     "Treasury  Rate" means,  with respect to any redemption  date, the rate per
     annum  equal  to  the  semi-annual  equivalent  yield  to  maturity  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, (1)
     the average of the bid and asked prices for the  Comparable  Treasury Issue
     (expressed  in each case as 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 (2) 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.

     The Company  shall not be required to (i) issue,  exchange or register  the
transfer of any Notes  during a period  beginning  at the opening of business 15
days  before the day of the mailing of a notice of  redemption  of less than all
the outstanding  Notes of the same series and ending at the close of business on
the day of such  mailing,  nor (ii)  register the transfer of or exchange of any
Notes of any series or portions thereof called for redemption.  This Global Note
is  exchangeable  for Notes in  definitive  registered  form only under  certain
limited circumstances set forth in the Indenture.

     In the event of  redemption  of this Note in part only, a new Note or Notes
of this series, of like tenor, for the unredeemed  portion hereof will be issued
in the name of the Holder hereof upon the surrender of this Note.

     In case an Event of  Default,  as  defined  in the  Indenture,  shall  have
occurred and be  continuing,  the principal of all of the Notes may be declared,
and upon such declaration shall become, due and payable, in the manner, with the
effect and subject to the conditions provided in the Indenture.

     The Indenture contains  provisions for defeasance at any time of the entire
indebtedness of this Note upon compliance by the Company with certain conditions
set forth therein.

     The Indenture contains  provisions  permitting the Company and the Trustee,
with the  consent  of the  Holders  of not less  than a  majority  in  aggregate
principal  amount of the Notes of each series affected at the time  outstanding,
as defined in the Indenture,  to execute supplemental indentures for the purpose
of adding any provisions to or changing in any manner or eliminating  any of the
provisions of the Indenture or of any supplemental  indenture or of modifying in
any manner the rights of the Holders of the Notes;  provided,  however,  that no
such supplemental  indenture shall (i) extend the fixed maturity of any Notes of
any series, or reduce the principal amount thereof, or reduce the rate or extend
the time of payment of interest thereon,  or reduce any premium payable upon the
redemption thereof, or reduce the amount of the principal of a Discount Security
that would be due and payable upon a declaration of acceleration of the maturity
thereof  pursuant  to the  Indenture,  without the consent of the holder of each
Note then  outstanding  and affected;  (ii) reduce the  aforesaid  percentage of
Notes,  the holders of which are  required  to consent to any such  supplemental
indenture,  or reduce the percentage of Notes, the holders of which are required
to waive any default and its consequences,  without the consent of the holder of
each Note then outstanding and affected  thereby;  or (iii) modify any provision
of Section  6.01(c) of the  Indenture  (except to  increase  the  percentage  of
principal amount of securities  required to rescind and annul any declaration of
amounts due and payable  under the Notes),  without the consent of the holder of
each Note then  outstanding  and affected  thereby.  The Indenture also contains
provisions permitting the Holders of a majority in aggregate principal amount of
the Notes of all series at the time outstanding  affected thereby,  on behalf of
the  Holders  of the  Notes of such  series,  to waive any past  default  in the
performance of any of the covenants  contained in the Indenture,  or established
pursuant to the  Indenture  with respect to such series,  and its  consequences,
except a default in the  payment of the  principal  of or  premium,  if any,  or
interest on any of the Notes of such  series.  Any such consent or waiver by the
registered  Holder of this Note  (unless  revoked as provided in the  Indenture)
shall be conclusive and binding upon such Holder and upon all future Holders and
owners  of this  Note and of any Note  issued in  exchange  herefor  or in place
hereof  (whether by  registration  of transfer or  otherwise),  irrespective  of
whether or not any notation of such consent or waiver is made upon this Note.

     No reference  herein to the  Indenture  and no provision of this Note or of
the  Indenture  shall alter or impair the  obligation  of the Company,  which is
absolute and  unconditional,  to pay the  principal of and premium,  if any, and
interest  on this  Note at the time and  place  and at the rate and in the money
herein prescribed.

     As provided in the Indenture and subject to certain limitations therein set
forth,  this Note is  transferable  by the registered  holder hereof on the Note
Register  of the  Company,  upon  surrender  of this  Note for  registration  of
transfer  at the  office or agency of the  Company as may be  designated  by the
Company  accompanied by a written  instrument or instruments of transfer in form
satisfactory  to the Company or the  Trustee  duly  executed  by the  registered
Holder hereof or his or her attorney duly  authorized in writing,  and thereupon
one or more new Notes of  authorized  denominations  and for the same  aggregate
principal  amount  and series  will be issued to the  designated  transferee  or
transferees.  No  service  charge  will be made for any such  transfer,  but the
Company  may  require  payment  of a sum  sufficient  to cover  any tax or other
governmental charge payable in relation thereto.

     Prior to due  presentment  for  registration  of transfer of this Note, the
Company, the Trustee, any paying agent and any Note Registrar may deem and treat
the registered  Holder hereof as the absolute owner hereof  (whether or not this
Note shall be overdue and  notwithstanding  any notice of  ownership  or writing
hereon  made by  anyone  other  than  the Note  Registrar)  for the  purpose  of
receiving payment of or on account of the principal hereof and premium,  if any,
and interest due hereon and for all other purposes,  and neither the Company nor
the Trustee nor any paying agent nor any Note Registrar shall be affected by any
notice to the contrary.

     No  recourse  shall  be had  for the  payment  of the  principal  of or the
interest on this Note,  or for any claim based  hereon,  or otherwise in respect
hereof,  or based on or in respect of the Indenture,  against any  incorporator,
stockholder,  officer or  director,  past,  present or future,  as such,  of the
Company or of any predecessor or successor corporation, whether by virtue of any
constitution, statute or rule of law, or by the enforcement of any assessment or
penalty or otherwise,  all such liability being, by the acceptance hereof and as
part  of the  consideration  for  the  issuance  hereof,  expressly  waived  and
released.

         The Notes of this series are issuable only in registered form without
coupons in denominations of $1,000 and any integral multiple thereof. As
     provided in the Indenture and subject to certain limitations, Notes of this
series are exchangeable for a like aggregate principal amount of Notes of this
series of a different authorized denomination, as requested by the Holder
surrendering the same.

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

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

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

                             KENTUCKY POWER COMPANY

                         By:___________________________
                              Assistant Treasurer
Attest:

By:___________________________
       Assistant Secretary

                          CERTIFICATE OF AUTHENTICATION

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

Dated  June __, 2002

DEUTSCHE BANK TRUST COMPANY AMERICAS

By:___________________________
   Authorized Signatory

FOR VALUE RECEIVED,  the undersigned  hereby sell(s),  assign(s) and transfer(s)
unto

(PLEASE INSERT SOCIAL SECURITY OR OTHER
   IDENTIFYING NUMBER OF ASSIGNEE)

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

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

----------------------------------------------------------------
(PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF
----------------------------------------------------------------
ASSIGNEE) the within Note and all rights thereunder, hereby
----------------------------------------------------------------
irrevocably constituting and appointing such person attorney to
----------------------------------------------------------------
transfer such Note on the books of the Issuer, with full
----------------------------------------------------------------
power of substitution in the premises.

Dated:________________________              _________________________

NOTICE:  The signature to this assignment must correspond with the name
         as written upon the face of the within Note in every
         particular, without alteration or enlargement or any change
         whatever and NOTICE: Signature(s) must be guaranteed by a
         financial institution that is a member of the Securities
         Transfer Agents Medallion Program ("STAMP"), the Stock
         Exchange Medallion Program ("SEMP") or the New York Stock
         Exchange, Inc. Medallion Signature Program ("MSP").
Exhibit 5(a)

                                         June 28, 2002

Kentucky Power Company
1 Riverside Plaza
Columbus, Ohio  43215

Ladies and Gentlemen:

     We have acted as counsel to Kentucky Power Company, a Kentucky  corporation
(the  "Company"),  in  connection  with the  Registration  Statement on Form S-3
(Registration  Statement No. 333-87216) filed by the Company with the Securities
and Exchange  Commission (the "Commission") under the Securities Act of 1933, as
amended (the  "Act"),  relating to  125,000,000  aggregate  principal  amount of
Senior Notes,  Series A, due 2007 (the "Senior  Notes")  between the Company and
Deutsche Bank Trust Company Americas, as Trustee (the "Trustee").

     We have examined the  Registration  Statement  and the Indenture  which has
been filed with the Commission as an exhibit to the Registration  Statement.  We
also have  examined  the  originals,  or  duplicates  or  certified or conformed
copies,  of such records,  agreements,  instruments and other documents and have
made such  other and  further  investigations  as we have  deemed  relevant  and
necessary in connection with the opinions  expressed  herein. As to questions of
fact  material  to this  opinion,  we have relied  upon  certificates  of public
officials and of officers and representatives of the Company.

     In rendering the opinions set forth below,  we have assumed the genuineness
of all signatures,  the legal capacity of natural  persons,  the authenticity of
all documents submitted to us as originals, the conformity to original documents
of all documents  submitted to us as duplicates or certified or conformed copies
and the  authenticity  of the originals of such latter  documents.  We also have
assumed that: (1) the Indenture is the valid and legally  binding  obligation of
the Trustee; and (2) the Company is validly existing under the laws of Kentucky.

     We have assumed further that (1) the Company has duly authorized,  executed
and delivered the Indenture and (2) execution,  delivery and  performance by the
Company of  Indenture  and the  Unsecured  Notes do not and will not violate the
laws of Kentucky or any other  applicable  laws (excepting the laws of the State
of New York and the Federal laws of the United States).

     Based upon the foregoing, and subject to the qualifications and limitations
stated herein,  we are of the opinion that the Senior Notes constitute valid and
legally binding  obligations of the Company  enforceable  against the Company in
accordance  with  their  terms,  subject  to  the  effects  of  (i)  bankruptcy,
insolvency, fraudulent conveyance, reorganization,  moratorium and other similar
laws  relating  to  or  affecting  creditors'  rights  generally,  (ii)  general
equitable  principles  (whether  considered in a proceeding in equity or at law)
and (iii) an implied covenant of good faith and fair dealing.

     We are  members of the Bar of the State of New York,  and we do not express
any  opinion  herein  concerning  any law other than the law of the State of New
York and the Federal law of the United States.

     We hereby  consent to the filing of this opinion  letter as Exhibit 5(a) to
the  Registration  Statement and to the use of our name under the caption "Legal
Opinions" in the Prospectus included in the Registration Statement.

                                    Very truly yours,

                                    /s/ Simpson Thacher & Bartlett

                                    SIMPSON THACHER & BARTLETT