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 13, 2003
                        (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) 716-1000

Item 5.  Other Events and Regulation FD Disclosure.

      On June 10, 2003, Kentucky Power Company (the "Company") entered into an
Underwriting Agreement with ABN AMRO Incorporated and McDonald Investments Inc.,
relating to the offering and sale by the Company of $75,000,000 of its 5.625%
Senior Notes, Series D, due 2032 (the "Notes").

Item 7.    Financial Statements and Exhibits

(c)   Exhibits

    1(a) Underwriting Agreement, dated June 10, 2003, between the Company and
         ABN AMRO Incorporated and McDonald Investments Inc., in connection with
         the sale of the Notes.

    4(a) Company Order and Officer's Certificate, between the Company and
         Deutsche Bank Trust Company Americas (formerly known as Bankers Trust
         Company), as trustee, dated June 13, 2003, establishing the terms of
         the Notes.

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

    5(a) Opinion of Simpson Thacher & Bartlett LLP 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 13, 2003


                                  EXHIBIT INDEX

Exhibit Number                      Description

1(a)                 Underwriting Agreement, dated June 10, 2003, between the
                     Company and ABN AMRO Incorporated and McDonald Investments
                     Inc., in connection with the sale of the Notes.

4(a)                 Company Order and Officer's Certificate, between the
                     Company and Deutsche Bank Trust Company Americas (formerly
                     known as Bankers Trust Company), as trustee, dated June 13,
                     2003, 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 LLP regarding the
                     legality of the Notes.



                                                                  Exhibit 1(a)

                             KENTUCKY POWER COMPANY

                             Underwriting Agreement

                               Dated June 10, 2003

      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 $75,000,000 principal
amount of its 5.625% Senior Notes, Series D, due 2032 (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 and 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 final 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 99.125% 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 the Representative 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 13, 2003 (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 8 hereof, at the office of Simpson Thacher & Bartlett LLP,
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 LLP and either of
                     Thomas G. Berkemeyer, Esq. or Kevin R. Fease, Esq., counsel
                     to the Company, substantially in the forms heretofore
                     previously provided to the Underwriters; and

                (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 (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, from the date hereof to 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 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 will be 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 (a) of Section 7,
                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 8 or 9 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 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 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)  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.

           (d)  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.

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

           (f)  The consummation by the Company of the transactions contemplated
                herein is not in violation of its charter or bylaws, will not
                result in the violation of any applicable law, statute, rule,
                regulation, judgment, order, writ or decree of any government,
                governmental instrumentality or court having jurisdiction over
                the Company or its properties, and 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.)

           (g)  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.

           (h)  The consolidated financial statements of the Company and its
                consolidated subsidiaries together with the notes thereto,
                included or incorporated by reference in the Prospectus present
                fairly the financial position of the Company at the dates or for
                the periods indicated; said consolidated financial statements
                have been prepared in accordance with United States generally
                accepted accounting principles applied, apart from
                reclassifications disclosed therein, on a consistent basis
                throughout the periods involved; and the selected consolidated
                financial information of the Company included in the Prospectus
                presents fairly the information shown therein and has been
                compiled, apart from reclassifications disclosed therein, on a
                basis consistent with that of the audited financial statements
                of the Company included or incorporated by reference in the
                Prospectus.

           (i)  There is no pending action, suit, investigation, litigation or
                proceeding, including, without limitation, any environmental
                action, affecting the Company before any court, governmental
                agency or arbitration that is reasonably likely to have a
                material adverse effect on the business, properties, financial
                condition or results of operations of the Company, except as
                disclosed in the Prospectus.

      The Company's 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 Underwriters: 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. 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. Indemnification and Contribution:

           (a)  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, 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 7(a) 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 7(a). 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).

           (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 7(a)
                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 7(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
                7(b).

           (c)  If recovery is not available or insufficient under Section 7(a)
                or 7(b) hereof for any reason other than as specified therein,
                the indemnified party shall be entitled to contribution for any
                and all losses, claims, damages, liabilities and expenses for
                which such indemnification is so unavailable or insufficient
                under this Section 7(c). In determining the amount of
                contribution to which such indemnified party is entitled, there
                shall be considered the portion of the proceeds of the offering
                of the Senior Notes realized, the relative knowledge and access
                to information concerning the matter with respect to which the
                claim was asserted, the opportunity to correct and prevent any
                statement or omission, and any equitable considerations
                appropriate under the circumstances. The Company and the
                Underwriters agree that it would not be equitable if the amount
                of such contribution were determined by pro rata or per capita
                allocation (even if the Underwriters were treated as one entity
                for such purpose) without reference to the considerations called
                for in the previous sentence. No Underwriter or any person
                controlling such Underwriter shall be obligated to contribute
                any amount or amounts hereunder which in the aggregate exceeds
                the total price of the Senior Notes purchased by such
                Underwriter under this Agreement, less the aggregate amount of
                any damages which such Underwriter and its controlling persons
                have otherwise been required to pay in respect of the same claim
                or any substantially similar claim. No person guilty of
                fraudulent misrepresentation (within the meaning of Section
                11(f) of the Act) shall be entitled to contribution from any
                person who was not guilty of such fraudulent misrepresentation.
                An Underwriter's obligation to contribute under this Section 7
                is in proportion to its purchase obligation and not joint with
                any other Underwriter.

           (d)  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 or contribution could be sought under this
                Section 7 (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 such indemnified party.

           (e)  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.

      The agreements contained in this Section 7 hereof 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.

      8. 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 8 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.

      9. 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 trading of the securities of the Company shall have been
      suspended 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 9, 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.

      10. 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 ABN AMRO
Incorporated, 55 East 52nd Street, 6th Floor, New York, New York 10055,
Attention: Syndicate Desk (fax 212/409-5256) and McDonald Investments Inc., 800
Superior Avenue, Cleveland, Ohio 44144, Attention: Joe Chinnici (fax
216/443-3801), and, if to the Company, to Kentucky Power Company, c/o American
Electric Power Service Corporation, 1 Riverside Plaza, Columbus, Ohio 43215,
Attention: General Counsel (fax 614/716-1687).

      11. 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 Section
7 hereof, and their respective successors, assigns, executors and
administrators, and, except as expressly otherwise provided in Section 8 hereof,
no other person shall acquire or have any right under or by the virtue of this
Agreement.

      12. 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 8 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.

      13. 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.

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

      15. 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/ Henry W. Fayne____
                                          Henry W. Fayne
                                          President
ABN AMRO INCORPORATED
McDONALD INVESTMENTS INC.
      as Representative
and on behalf of the Underwriters
      named in Exhibit 1 hereto


ABN AMRO INCORPORATED


By:_/s/ David Wood_____________
Name:  David Wood
Title: Managing Director


McDONALD INVESTMENTS INC.


By:_/s/ J. A. Chinnici, III______
Name:  J. A. Chinnici, III
Title: Managing Director


                                    EXHIBIT 1

           Name                                        Principal
Amount

ABN AMRO Incorporated                                 $37,500,000
McDonald Investments Inc.                             $37,500,000

           TOTAL                                      $75,000,000
                                                      ===========



                                                                  Exhibit 4(a)

June 13, 2003


               Company Order and Officers' Certificate
               5.625% Senior Notes, Series D, due 2032

Deutsche Bank Trust Company Americas, as Trustee
Corporate Trust & Agency Services
280 Park Avenue,  MS-NYC03-0914
New York, NY  10017

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 5.625% Senior Notes, Series D, due 2032 (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 $75,000,000,
           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 December 1, 2032;

           (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 June 1 and December 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 May 15 or November 15
           preceding the relevant Interest Payment Date; provided that the first
           Interest Payment Date shall be December 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 5.625% 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 30 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 "5.625% Senior Notes, Series D,
           due 2032";

           (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) the Company will pay the principal of the Notes and any
           premium and interest payable at redemption, if any, or at maturity in
           immediately available funds at the office of Deutsche Bank Trust
           Company Americas, Corporate Trust and Agency Services, 60 Wall
           Street, MSNYC 602515, New York, New York 10005;

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

           (xv) not applicable;

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

           (xvii) not applicable;

           (xviii) not applicable; and

           (xix)So long as any of the Notes are outstanding, the Company will
           not create or suffer to be created or to exist any additional
           mortgage, pledge, security interest, or other lien (collectively
           "Liens") on any of its utility properties or tangible assets now
           owned or hereafter acquired to secure any indebtedness for borrowed
           money ("Secured Debt"), without providing that the Notes will be
           similarly secured. This restriction does not apply to the Company's
           subsidiaries, nor will it prevent any of them from creating or
           permitting to exist Liens on their property or assets to secure any
           Secured Debt. Further, this restriction on Secured Debt does not
           apply to the Company's existing first mortgage bonds that have
           previously been issued under its Mortgage and Deed of Trust, dated as
           of May 1, 1949, between the Company and Deutsche Bank Trust Company
           Americas (formerly Bankers Trust Company), as Trustee or any
           indenture supplemental thereto; provided that this restriction will
           apply to future issuances thereunder (other than issuances of
           refunding first mortgage bonds). In addition, this restriction does
           not prevent the creation or existence of:

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

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

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

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

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

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

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

      3.   You are hereby requested to authenticate $75,000,000 aggregate
           principal amount of 5.625% Senior Notes, Series D, due 2032, 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 Blanket Letter of Representations dated June 11,
           2003, from the Company 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 Henry W. Fayne and Thomas G. Berkemeyer, the
           President 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:__/s/ Henry W. Fayne_______
       President


And:_/s/ Thomas G. Berkemeyer_
       Assistant Secretary


Acknowledged by Trustee:


By:__/s/ Susan Johnson________
       Authorized Signatory


                                                                      Exhibit 1


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
                    5.625% Senior Notes, Series D, due 2032


CUSIP:  491386 AL 2                       Original Issue Date:  June 13, 2003

Stated Maturity:  December 1, 2032        Interest Rate: 5.625%

Principal Amount:  $75,000,000

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 June 1 and December 1 in each year,
commencing on December 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 May
15 or November 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 benefit 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 30 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:___________________________
                               President
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 __, 2003

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 13, 2003


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 $75,000,000 aggregate principal
amount of Senior Notes, Series D, due 2032 (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(b) 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 LLP

                               SIMPSON THACHER & BARTLETT LLP
[{"type": "8-K", "sequence": "1", "filename": "kp8k.txt", "description": "KPCO 5.625% SERIES D", "secsgml_size_bytes": 87292}]
{"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": "03743331"}, "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 13, 2003
                        (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) 716-1000

Item 5.  Other Events and Regulation FD Disclosure.

      On June 10, 2003, Kentucky Power Company (the "Company") entered into an
Underwriting Agreement with ABN AMRO Incorporated and McDonald Investments Inc.,
relating to the offering and sale by the Company of $75,000,000 of its 5.625%
Senior Notes, Series D, due 2032 (the "Notes").

Item 7.    Financial Statements and Exhibits

(c)   Exhibits

    1(a) Underwriting Agreement, dated June 10, 2003, between the Company and
         ABN AMRO Incorporated and McDonald Investments Inc., in connection with
         the sale of the Notes.

    4(a) Company Order and Officer's Certificate, between the Company and
         Deutsche Bank Trust Company Americas (formerly known as Bankers Trust
         Company), as trustee, dated June 13, 2003, establishing the terms of
         the Notes.

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

    5(a) Opinion of Simpson Thacher & Bartlett LLP 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 13, 2003

                                  EXHIBIT INDEX

Exhibit Number                      Description

1(a)                 Underwriting Agreement, dated June 10, 2003, between the
                     Company and ABN AMRO Incorporated and McDonald Investments
                     Inc., in connection with the sale of the Notes.

4(a)                 Company Order and Officer's Certificate, between the
                     Company and Deutsche Bank Trust Company Americas (formerly
                     known as Bankers Trust Company), as trustee, dated June 13,
                     2003, 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 LLP regarding the
                     legality of the Notes.

                                                                  Exhibit 1(a)

                             KENTUCKY POWER COMPANY

                             Underwriting Agreement

                               Dated June 10, 2003

      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 $75,000,000 principal
amount of its 5.625% Senior Notes, Series D, due 2032 (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 and 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 final 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 99.125% 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 the Representative 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 13, 2003 (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 8 hereof, at the office of Simpson Thacher & Bartlett LLP,
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 LLP and either of
                     Thomas G. Berkemeyer, Esq. or Kevin R. Fease, Esq., counsel
                     to the Company, substantially in the forms heretofore
                     previously provided to the Underwriters; and

                (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 (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, from the date hereof to 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 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 will be 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 (a) of Section 7,
                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 8 or 9 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 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 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)  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.

           (d)  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.

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

           (f)  The consummation by the Company of the transactions contemplated
                herein is not in violation of its charter or bylaws, will not
                result in the violation of any applicable law, statute, rule,
                regulation, judgment, order, writ or decree of any government,
                governmental instrumentality or court having jurisdiction over
                the Company or its properties, and 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.)

           (g)  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.

           (h)  The consolidated financial statements of the Company and its
                consolidated subsidiaries together with the notes thereto,
                included or incorporated by reference in the Prospectus present
                fairly the financial position of the Company at the dates or for
                the periods indicated; said consolidated financial statements
                have been prepared in accordance with United States generally
                accepted accounting principles applied, apart from
                reclassifications disclosed therein, on a consistent basis
                throughout the periods involved; and the selected consolidated
                financial information of the Company included in the Prospectus
                presents fairly the information shown therein and has been
                compiled, apart from reclassifications disclosed therein, on a
                basis consistent with that of the audited financial statements
                of the Company included or incorporated by reference in the
                Prospectus.

           (i)  There is no pending action, suit, investigation, litigation or
                proceeding, including, without limitation, any environmental
                action, affecting the Company before any court, governmental
                agency or arbitration that is reasonably likely to have a
                material adverse effect on the business, properties, financial
                condition or results of operations of the Company, except as
                disclosed in the Prospectus.

      The Company's 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 Underwriters: 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. 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. Indemnification and Contribution:

           (a)  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, 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 7(a) 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 7(a). 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).

           (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 7(a)
                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 7(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
                7(b).

           (c)  If recovery is not available or insufficient under Section 7(a)
                or 7(b) hereof for any reason other than as specified therein,
                the indemnified party shall be entitled to contribution for any
                and all losses, claims, damages, liabilities and expenses for
                which such indemnification is so unavailable or insufficient
                under this Section 7(c). In determining the amount of
                contribution to which such indemnified party is entitled, there
                shall be considered the portion of the proceeds of the offering
                of the Senior Notes realized, the relative knowledge and access
                to information concerning the matter with respect to which the
                claim was asserted, the opportunity to correct and prevent any
                statement or omission, and any equitable considerations
                appropriate under the circumstances. The Company and the
                Underwriters agree that it would not be equitable if the amount
                of such contribution were determined by pro rata or per capita
                allocation (even if the Underwriters were treated as one entity
                for such purpose) without reference to the considerations called
                for in the previous sentence. No Underwriter or any person
                controlling such Underwriter shall be obligated to contribute
                any amount or amounts hereunder which in the aggregate exceeds
                the total price of the Senior Notes purchased by such
                Underwriter under this Agreement, less the aggregate amount of
                any damages which such Underwriter and its controlling persons
                have otherwise been required to pay in respect of the same claim
                or any substantially similar claim. No person guilty of
                fraudulent misrepresentation (within the meaning of Section
                11(f) of the Act) shall be entitled to contribution from any
                person who was not guilty of such fraudulent misrepresentation.
                An Underwriter's obligation to contribute under this Section 7
                is in proportion to its purchase obligation and not joint with
                any other Underwriter.

           (d)  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 or contribution could be sought under this
                Section 7 (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 such indemnified party.

           (e)  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.

      The agreements contained in this Section 7 hereof 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.

      8. 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 8 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.

      9. 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 trading of the securities of the Company shall have been
      suspended 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 9, 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.

      10. 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 ABN AMRO
Incorporated, 55 East 52nd Street, 6th Floor, New York, New York 10055,
Attention: Syndicate Desk (fax 212/409-5256) and McDonald Investments Inc., 800
Superior Avenue, Cleveland, Ohio 44144, Attention: Joe Chinnici (fax
216/443-3801), and, if to the Company, to Kentucky Power Company, c/o American
Electric Power Service Corporation, 1 Riverside Plaza, Columbus, Ohio 43215,
Attention: General Counsel (fax 614/716-1687).

      11. 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 Section
7 hereof, and their respective successors, assigns, executors and
administrators, and, except as expressly otherwise provided in Section 8 hereof,
no other person shall acquire or have any right under or by the virtue of this
Agreement.

      12. 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 8 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.

      13. 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.

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

      15. 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/ Henry W. Fayne____
                                          Henry W. Fayne
                                          President
ABN AMRO INCORPORATED
McDONALD INVESTMENTS INC.
      as Representative
and on behalf of the Underwriters
      named in Exhibit 1 hereto

ABN AMRO INCORPORATED

By:_/s/ David Wood_____________
Name:  David Wood
Title: Managing Director

McDONALD INVESTMENTS INC.

By:_/s/ J. A. Chinnici, III______
Name:  J. A. Chinnici, III
Title: Managing Director

                                    EXHIBIT 1

           Name                                        Principal
Amount

ABN AMRO Incorporated                                 $37,500,000
McDonald Investments Inc.                             $37,500,000

           TOTAL                                      $75,000,000
                                                      ===========

                                                                  Exhibit 4(a)

June 13, 2003

               Company Order and Officers' Certificate
               5.625% Senior Notes, Series D, due 2032

Deutsche Bank Trust Company Americas, as Trustee
Corporate Trust & Agency Services
280 Park Avenue,  MS-NYC03-0914
New York, NY  10017

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 5.625% Senior Notes, Series D, due 2032 (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 $75,000,000,
           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 December 1, 2032;

           (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 June 1 and December 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 May 15 or November 15
           preceding the relevant Interest Payment Date; provided that the first
           Interest Payment Date shall be December 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 5.625% 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 30 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 "5.625% Senior Notes, Series D,
           due 2032";

           (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) the Company will pay the principal of the Notes and any
           premium and interest payable at redemption, if any, or at maturity in
           immediately available funds at the office of Deutsche Bank Trust
           Company Americas, Corporate Trust and Agency Services, 60 Wall
           Street, MSNYC 602515, New York, New York 10005;

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

           (xv) not applicable;

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

           (xvii) not applicable;

           (xviii) not applicable; and

           (xix)So long as any of the Notes are outstanding, the Company will
           not create or suffer to be created or to exist any additional
           mortgage, pledge, security interest, or other lien (collectively
           "Liens") on any of its utility properties or tangible assets now
           owned or hereafter acquired to secure any indebtedness for borrowed
           money ("Secured Debt"), without providing that the Notes will be
           similarly secured. This restriction does not apply to the Company's
           subsidiaries, nor will it prevent any of them from creating or
           permitting to exist Liens on their property or assets to secure any
           Secured Debt. Further, this restriction on Secured Debt does not
           apply to the Company's existing first mortgage bonds that have
           previously been issued under its Mortgage and Deed of Trust, dated as
           of May 1, 1949, between the Company and Deutsche Bank Trust Company
           Americas (formerly Bankers Trust Company), as Trustee or any
           indenture supplemental thereto; provided that this restriction will
           apply to future issuances thereunder (other than issuances of
           refunding first mortgage bonds). In addition, this restriction does
           not prevent the creation or existence of:

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

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

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

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

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

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

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

      3.   You are hereby requested to authenticate $75,000,000 aggregate
           principal amount of 5.625% Senior Notes, Series D, due 2032, 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 Blanket Letter of Representations dated June 11,
           2003, from the Company 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 Henry W. Fayne and Thomas G. Berkemeyer, the
           President 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:__/s/ Henry W. Fayne_______
       President

And:_/s/ Thomas G. Berkemeyer_
       Assistant Secretary

Acknowledged by Trustee:

By:__/s/ Susan Johnson________
       Authorized Signatory

                                                                      Exhibit 1

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
                    5.625% Senior Notes, Series D, due 2032

CUSIP:  491386 AL 2                       Original Issue Date:  June 13, 2003

Stated Maturity:  December 1, 2032        Interest Rate: 5.625%

Principal Amount:  $75,000,000

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 June 1 and December 1 in each year,
commencing on December 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 May
15 or November 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 benefit 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 30 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:___________________________
                               President
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 __, 2003

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 13, 2003

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 $75,000,000 aggregate principal
amount of Senior Notes, Series D, due 2032 (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(b) 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 LLP

                               SIMPSON THACHER & BARTLETT LLP