Exhibit 1(a)

AMERICAN ELECTRIC POWER COMPANY, INC.

Underwriting Agreement

Dated ____________________

AGREEMENT made between AMERICAN ELECTRIC POWER COMPANY, INC., a corporation organized and existing under the laws of the State of New York (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 $__________ principal amount of its [Unsecured Notes] to be issued pursuant to the Indenture dated as of __________, ____, between the Company and The Bank of New York, 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 person signing this Agreement (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 and prospectus or prospectuses relating to the [Unsecured Notes] and such registration statement has become effective; and

WHEREAS, such registration statement, as it may have been amended to the date hereof, including the financial statements, the documents incorporated or deemed incorporated therein by reference and the exhibits, being herein called the Registration Statement, and the prospectus, as included or referred to in the Registration Statement to become effective, as it may be last amended or supplemented prior to the effectiveness of the agreement (the Basic Prospectus), and the Basic Prospectus, as supplemented by one or more prospectus supplements which includes certain information relating to the Underwriters, the principal amount, price and terms of offering, the interest rate and redemption prices of the [Unsecured Notes], first filed with the Commission pursuant to the applicable paragraph of 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 call 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 [Unsecured Notes] set opposite their names in Exhibit 1 hereto, together aggregating all of the [Unsecured Notes], at a price equal to ______% of the principal amount thereof.

2.            Payment and Delivery :  Payment for the [Unsecured Notes] shall be made to the Company or its order by certified or bank check or checks, payable in New York Clearing House funds, at the office of Simpson Thacher & Bartlett, 425 Lexington Avenue, New York, New York 10017-3909, or at such other place as the Company and the Representative shall mutually agree in writing, upon the delivery of the [Unsecured 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 payments and delivery shall be made at 10:00 A.M., New York Time, on _______________ (or on such later business day, not more than five business days subsequent to such day, as may be mutually agreed upon by the Company and the Underwriters), unless postponed in accordance with the provisions of Section 7 hereof.  The time at which payment and delivery are to be made is herein called the Time of Purchase.

[The delivery of the [Unsecured 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 [Unsecured Notes] shall be satisfactory in form and substance to Dewey Ballantine LLP, counsel to the Underwriters.

(b)

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

(1)

Opinion of Simpson Thacher & Bartlett and any of Thomas G. Berkemeyer, Esq., Ann B. Graf, Esq., David C. House, Esq., William E. Johnson, Esq. or Kevin R. Fease, Esq., counsel to the Company, substantially in the forms attached hereto as Exhibits A and B; and

(2)

Opinion of Dewey Ballantine LLP, counsel to the Underwriters, substantially in the form attached hereto as Exhibit C.

(c)

That the Representative shall have received a letter from Deloitte & Touche LLP in form and substance satisfactory to the Representative, dated as of the day of the Time of Purchase, (i) confirming that they are independent 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 relating to the [Unsecured 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, prior to the Time of Purchase, no stop order with respect to the effectiveness of the Registration Statement shall have been issued under the Act by the Commission or proceedings therefor initiated.

(f)

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

(g)

That the Company shall have performed such of its obligations under this Agreement as are to be performed at or before the Time of Purchase by the terms hereof.

4.            Certain Covenants of the Company :  In further consideration of the agreements of the Underwriters herein contained, the Company covenants as follows:

(a)

As soon as practicable, and in any event within the time prescribed by Rule 424 under the Act, to file any Prospectus Supplement relating to the [Unsecured Notes] 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 the 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) 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), and, upon request, to furnish to the Representative sufficient plain copies thereof (exclusive of exhibits) for distribution of one to the other Underwriters.

(d)

For such period of time (not exceeding nine months) after the date hereof as they are required by law to deliver a prospectus, if any event shall have occurred as a result of which it is necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not contain any untrue statement of a material fact or not omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, forthwith to prepare and furnish, at its own expense, to the Underwriters and to dealers (whose names and addresses are furnished to the Company by the Representative) to whom principal amounts of the [Unsecured 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 [Unsecured 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 [Unsecured Notes] by the respective Underwriters) in connection with the issuance and delivery of the [Unsecured 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, 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 [Unsecured Notes] due to the failure of the Company to comply with any of the conditions specified in Section 3 hereof, or, if this Agreement shall be terminated in accordance with the provisions of Section 7 or 8 hereof, to pay the fees and disbursements of Dewey Ballantine LLP, counsel to the Underwriters, and, if the Underwriters shall not take up and pay for the [Unsecured 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 the Public Utility Holding Company Act of 1935 in connection with the sale of the [Unsecured Notes].

[(j)

The Company will use its best efforts to list, subject to notice of issuance, the [Unsecured Notes] on the New York Stock Exchange.]

[(k)

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 [Unsecured 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 [Unsecured Notes] of the Company or any substantially similar securities of the Company without the consent of the Representative.]

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

(a)

the Registration Statement on its effective date complied, or was deemed to comply, with the applicable provisions of the Act and the rules and regulations of the Commission and the Registration Statement at its effective date did not, and at the Time of Purchase will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Basic Prospectus at the time that the Registration Statement became effective, 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 at the time that the Registration Statement became effective, and the Prospectus when first filed in accordance with Rule 424(b) did 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 or 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 [Unsecured Notes] will have been duly authorized, executed, authenticated and, when paid for by the purchasers thereof, will constitute legal, valid and binding obligations of the Company entitled to the benefits of the Indenture, except as the enforceability thereof may be limited by bankruptcy, insolvency, or other similar laws affecting the enforcement of creditors' rights in general, and except as the availability of the remedy of specific performance is subject to general principles of equity (regardless of whether such remedy is sought in a proceeding in equity or at law), and by an implied covenant of good faith and fair dealing.

(c)

To the extent permitted by law, to indemnify and hold you harmless 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, or in the Prospectus, or if the Company shall furnish or cause to be furnished to you any amendments or any supplemental information, in the Prospectus as so amended or supplemented other than amendments or supplements relating solely to securities other than the 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 you 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 Notes to any person if such loss arises from the fact that a copy of the Prospectus, as the same may then be supplemented or amended to the extent such Prospectus was provided to you by the Company (excluding, however, any document then incorporated or deemed incorporated therein by reference), was not sent or given by you to such person with or prior to the written confirmation of the sale involved and the alleged omission or alleged untrue statement or omission or untrue statement was corrected in the Prospectus as supplemented or amended at the time of such confirmation, and such Prospectus, as amended or supplemented, was timely delivered to you by the Company.  You agree promptly after the receipt by you of written notice of the commencement of any action in respect to which indemnity from the Company on account of its agreement contained in this Section 5(c) may be sought by you, or by any person controlling you, to notify the Company in writing of the commencement thereof, but your omission so to notify the Company of any such action shall not release the Company from any liability which it may have to you or to such controlling person otherwise than on account of the indemnity agreement contained in this Section 8(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).  No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification could be sought under this Section 5 (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.  In no event shall any indemnifying party have any liability or responsibility in respect of the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim effected without its prior written consent.

(d)

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

(e)

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

(f)

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

(g)

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

(h)

No authorization, approval, consent or order of any court or governmental authority or agency is necessary in connection with the issuance and sale by the Company of the 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; and (D) such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws.

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

6.            Warranties of and Indemnity by Underwriters :

(a)

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

(b)

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

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

7.            Default of Underwriters :  If any Underwriter under this Agreement shall fail or refuse (otherwise than for some reason sufficient to justify, in accordance with the terms hereof, the cancellation or termination of its obligations hereunder) to purchase and pay for the principal amount of [Unsecured Notes] which it has agreed to purchase and pay for hereunder, and the aggregate principal amount of [Unsecured 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 [Unsecured Notes], the other Underwriters shall be obligated severally in the proportions which the amounts of [Unsecured Notes] set forth opposite their names in Exhibit 1 hereto bear to the aggregate principal amount of [Unsecured Notes] set forth opposite the names of all such non-defaulting Underwriters, to purchase the [Unsecured 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 [Unsecured Notes] which any Underwriter has agreed to purchase pursuant to Section 1 hereof be increased pursuant to this Section 7 by an amount in excess of one-ninth of such principal amount of [Unsecured Notes] without the written consent of such Underwriter.  If any Underwriter or Underwriters shall fail or refuse to purchase [Unsecured Notes] and the aggregate principal amount of [Unsecured Notes] with respect to which such default occurs is more than one-tenth of the aggregate principal amount of the [Unsecured Notes] then this Agreement shall terminate without liability on the part of any defaulting Underwriter; provided, however, that the non-defaulting Underwriters may agree, in their sole discretion, to purchase the [Unsecured Notes] which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the terms set forth herein.  In the event the Company shall be entitled to but shall not elect (within the time period specified above) to exercise its rights under clause (a) and/or (b), then this Agreement shall terminate.  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 [Unsecured Notes] without some reason sufficient to justify, in accordance with the terms hereof, its termination of its obligations hereunder) be under any liability to the Company or any other Underwriter.

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

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

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

(ii)

(A)

a war involving the United States of America shall have been declared, (B) any other national calamity shall have occurred, or (C) any conflict involving the armed services of the United States of America shall have escalated, 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 first mortgage bonds 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 first mortgage bonds under consideration for possible downgrade.

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

9.            Notices :  All notices hereunder shall, unless otherwise expressly provided, be in writing and be delivered at or mailed to the following addresses or by telex or facsimile transmission confirmed in writing to the following addresses:  if to the Underwriters, to _______________________________________________________________, as Representative, _____________________________________________, and, if to the Company, to American Electric Power Company, Inc., c/o American Electric Power Service Corporation, 1 Riverside Plaza, Columbus, Ohio 43215, attention of A. A. Pena, Treasurer, (fax 614/223-1687).

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

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

12.            Conditions of the Company's Obligations :  The obligations of the Company hereunder are subject to the Underwriters' performance of their obligations hereunder.

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

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

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

AMERICAN ELECTRIC POWER COMPANY, INC.

By:____________________________

A. A. Pena

Treasurer

___________________________________

  as Representative

and on behalf of the Underwriters

   named in Exhibit 1 hereto

By:____________________________

EXHIBIT 1

Name                                                                                                  Principal Amount

Exhibit 1(b)

AMERICAN ELECTRIC POWER COMPANY, INC.

Underwriting Agreement

Dated ____________________

AGREEMENT made between AMERICAN ELECTRIC POWER COMPANY, INC., a corporation organized and existing under the laws of the State of New York (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 __________ shares of its [Common Stock]; and

WHEREAS, the Underwriters have designated the person signing this Agreement (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 and prospectus or prospectuses relating to the [Common Stock] and such registration statement has become effective; and

WHEREAS, such registration statement, as it may have been amended to the date hereof, including the financial statements, the documents incorporated or deemed incorporated therein by reference and the exhibits, being herein called the Registration Statement, and the prospectus, as included or referred to in the Registration Statement to become effective, as it may be last amended or supplemented prior to the effectiveness of the agreement (the Basic Prospectus), and the Basic Prospectus, as supplemented by one or more prospectus supplements which includes certain information relating to the Underwriters, the number of shares, price and terms of offering, the interest rate and redemption prices of the [Common Stock], first filed with the Commission pursuant to the applicable paragraph of 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 call 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 number of shares of the [Common Stock] set opposite their names in Exhibit 1 hereto, together aggregating all of the [Common Stock] issued under the above-referenced Registration Statement, at a price equal to $______ per share.

2.            Payment and Delivery :  Payment for the [Common Stock] shall be made to the Company or its order by certified or bank check or checks, payable in New York Clearing House funds, at the office of Simpson Thacher & Bartlett, 425 Lexington Avenue, New York, New York 10017-3909, or at such other place as the Company and the Representative shall mutually agree in writing, upon the delivery of the [Common Stock] certificates 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 payments and delivery shall be made at 10:00 A.M., New York Time, on _______________ (or on such later business day, not more than five business days subsequent to such day, as may be mutually agreed upon by the Company and the Underwriters), unless postponed in accordance with the provisions of Section 7 hereof.  The time at which payment and delivery are to be made is herein called the Time of Purchase.

[The delivery of the [Common Stock] certificates 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 [Common Stock] shall be satisfactory in form and substance to Dewey Ballantine LLP, counsel to the Underwriters.

(b)

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

(1)

Opinion of Simpson Thacher & Bartlett and any of Thomas G. Berkemeyer, Esq., Ann B. Graf, Esq., David C. House, Esq., William E. Johnson, Esq. or Kevin R. Fease, Esq., counsel to the Company, substantially in the forms attached hereto as Exhibits A and B; and

(2)

Opinion of Dewey Ballantine LLP, counsel to the Underwriters, substantially in the form attached hereto as Exhibit C.

(c)

That the Representative shall have received a letter from Deloitte & Touche LLP in form and substance satisfactory to the Representative, dated as of the day of the Time of Purchase, (i) confirming that they are independent 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 relating to the [Common Stock] 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, prior to the Time of Purchase, no stop order with respect to the effectiveness of the Registration Statement shall have been issued under the Act by the Commission or proceedings therefor initiated.

(f)

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

(g)

That the Company shall have performed such of its obligations under this Agreement as are to be performed at or before the Time of Purchase by the terms hereof.

4.            Certain Covenants of the Company :  In further consideration of the agreements of the Underwriters herein contained, the Company covenants as follows:

(a)

As soon as practicable, and in any event within the time prescribed by Rule 424 under the Act, to file any Prospectus Supplement relating to the [Common Stock] 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 the 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) 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), and, upon request, to furnish to the Representative sufficient plain copies thereof (exclusive of exhibits) for distribution of one to the other Underwriters.

(d)

For such period of time (not exceeding nine months) after the date hereof as they are required by law to deliver a prospectus, if any event shall have occurred as a result of which it is necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not contain any untrue statement of a material fact or not omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, forthwith to prepare and furnish, at its own expense, to the Underwriters and to dealers (whose names and addresses are furnished to the Company by the Representative) to whom shares of the [Common Stock] 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 [Common Stock] 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 [Common Stock] by the respective Underwriters) in connection with the issuance and delivery of the [Common Stock], 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, 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 [Common Stock] due to the failure of the Company to comply with any of the conditions specified in Section 3 hereof, or, if this Agreement shall be terminated in accordance with the provisions of Section 7 or 8 hereof, to pay the fees and disbursements of Dewey Ballantine LLP, counsel to the Underwriters, and, if the Underwriters shall not take up and pay for the [Common Stock] 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 the Public Utility Holding Company Act of 1935 in connection with the sale of the [Common Stock].

[(j)

The Company will use its best efforts to list, subject to notice of issuance, the [Common Stock] on the New York Stock Exchange.]

[(k)

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 [Common Stock] 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 [Common Stock] of the Company or any substantially similar securities of the Company without the consent of the Representative.]

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

(a)

the Registration Statement on its effective date complied, or was deemed to comply, with the applicable provisions of the Act and the rules and regulations of the Commission and the Registration Statement at its effective date did not, and at the Time of Purchase will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Basic Prospectus at the time that the Registration Statement became effective, 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 at the time that the Registration Statement became effective, and the Prospectus when first filed in accordance with Rule 424(b) did 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 or 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)

To the extent permitted by law, to indemnify and hold you harmless 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, or in the Prospectus, or if the Company shall furnish or cause to be furnished to you any amendments or any supplemental information, in the Prospectus as so amended or supplemented other than amendments or supplements relating solely to securities other than the Common Stock (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 you expressly for use therein, 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 Common Stock to any person if such loss arises from the fact that a copy of the Prospectus, as the same may then be supplemented or amended to the extent such Prospectus was provided to you by the Company (excluding, however, any document then incorporated or deemed incorporated therein by reference), was not sent or given by you to such person with or prior to the written confirmation of the sale involved and the alleged omission or alleged untrue statement or omission or untrue statement was corrected in the Prospectus as supplemented or amended at the time of such confirmation, and such Prospectus, as amended or supplemented, was timely delivered to you by the Company.  You agree promptly after the receipt by you of written notice of the commencement of any action in respect to which indemnity from the Company on account of its agreement contained in this Section 5(c) may be sought by you, or by any person controlling you, to notify the Company in writing of the commencement thereof, but your omission so to notify the Company of any such action shall not release the Company from any liability which it may have to you or to such controlling person otherwise than on account of the indemnity agreement contained in this Section 8(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).  No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification could be sought under this Section 5 (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.  In no event shall any indemnifying party have any liability or responsibility in respect of the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim effected without its prior written consent.

(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 stated 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 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 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"); and (C) such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws.

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

6.            Warranties of and Indemnity by Underwriters :

(a)

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

(b)

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

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

7.            Default of Underwriters :  If any Underwriter under this Agreement shall fail or refuse (otherwise than for some reason sufficient to justify, in accordance with the terms hereof, the cancellation or termination of its obligations hereunder) to purchase and pay for the shares of [Common Stock] which it has agreed to purchase and pay for hereunder, and the aggregate number of shares of [Common Stock] which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of shares of the [Common Stock], the other Underwriters shall be obligated severally in the proportions which the shares of [Common Stock] set forth opposite their names in Exhibit 1 hereto bear to the aggregate number of shares of [Common Stock] set forth opposite the names of all such non-defaulting Underwriters, to purchase the [Common Stock] 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 number of shares of [Common Stock] which any Underwriter has agreed to purchase pursuant to Section 1 hereof be increased pursuant to this Section 7 by an amount in excess of one-ninth of such principal amount of [Common Stock] without the written consent of such Underwriter.  If any Underwriter or Underwriters shall fail or refuse to purchase [Common Stock] and the aggregate number of shares of [Common Stock] with respect to which such default occurs is more than one-tenth of the aggregate number of shares of the [Common Stock] then this Agreement shall terminate without liability on the part of any defaulting Underwriter; provided, however, that the non-defaulting Underwriters may agree, in their sole discretion, to purchase the [Common Stock] which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the terms set forth herein.  In the event the Company shall be entitled to but shall not elect (within the time period specified above) to exercise its rights under clause (a) and/or (b), then this Agreement shall terminate.  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 [Common Stock] without some reason sufficient to justify, in accordance with the terms hereof, its termination of its obligations hereunder) be under any liability to the Company or any other Underwriter.

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

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

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

(ii)

(A)

a war involving the United States of America shall have been declared, (B) any other national calamity shall have occurred, or (C) any conflict involving the armed services of the United States of America shall have escalated, 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 first mortgage bonds 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 first mortgage bonds under consideration for possible downgrade.

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

9.            Notices :  All notices hereunder shall, unless otherwise expressly provided, be in writing and be delivered at or mailed to the following addresses or by telex or facsimile transmission confirmed in writing to the following addresses:  if to the Underwriters, to _______________________________________________________________, as Representative, _____________________________________________, and, if to the Company, to American Electric Power Company, Inc., c/o American Electric Power Service Corporation, 1 Riverside Plaza, Columbus, Ohio 43215, attention of A. A. Pena, Treasurer, (fax 614/223-1687).

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

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

12.            Conditions of the Company's Obligations :  The obligations of the Company hereunder are subject to the Underwriters' performance of their obligations hereunder.

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

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

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

AMERICAN ELECTRIC POWER COMPANY, INC.

By:____________________________

A. A. Pena

Treasurer

___________________________________

  as Representative

and on behalf of the Underwriters

   named in Exhibit 1 hereto

By:____________________________

EXHIBIT 1

Name                                                                                                  Number of Shares

                                                                                                                             Exhibit 1(c)

AMERICAN ELECTRIC POWER COMPANY, INC.

Proposed Form of Underwriting Agreement

Dated __________________

AGREEMENT made between AMERICAN ELECTRIC POWER COMPANY, INC. a corporation organized and existing under the laws of the State of New York (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 $___________ aggregate principal amount of ____% Junior Subordinated Debentures (the Underwritten Debentures) of the Company to be issued pursuant to the Junior Subordinated Indenture dated as of ___________, between the Company and The Bank of New York, as trustee (the Trustee), as to be 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 also proposes to grant to the Underwriters an option to purchase up to an additional $_____________ aggregate principal amount of its ____% Junior Subordinated Debentures to cover over-allotments (the Option Debentures; the Option Debentures, together with the Underwritten Debentures, being hereinafter called the Debentures); and

WHEREAS, the Company has prepared and filed, in accordance with the provisions of the Securities Act of 1933, as amended (the Act), with the Securities and Exchange Commission (the Commission), a registration statement (File No. 333-______) and a prospectus relating to $_______________ principal amount of, among other securities, its Junior Subordinated Debentures 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, collectively, 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 Debentures, being herein called the Basic Prospectus, and the Basic Prospectus, as amended and supplemented, including documents incorporated by reference therein, together with the Preliminary Prospectus Supplement dated ________________, immediately prior to the Applicable Time (as defined below), being herein called the Pricing Prospectus, and the Basic Prospectus included in the Registration Statement, as it is to be supplemented by a final prospectus supplement (the Prospectus Supplement) to include information relating to the Debentures, 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 Debentures, 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.

For purposes of this Agreement, the Applicable Time is ____pm (New York Time) on the date of this Agreement and the documents listed in Exhibit 3, taken together, collectively being herein called the Pricing Disclosure Package.

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 :  (a) 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 Underwritten Debentures set opposite their names in Exhibit 1 hereto, together aggregating all of the Underwritten Debentures, at a price equal to _____% of the principal amount thereof, except that such price will be increased to _____% of the principal amount of the Debentures sold to certain institutions. As a result, the purchase price for the Underwritten Debentures shall be $_________________.

(b)           Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the respective Underwriters to purchase, severally and not jointly, not more than $_____________ aggregate principal amount of Option Debentures at the same purchase price per Debenture as the Underwriters shall pay for the Underwritten Debentures.  Said option may be exercised only to cover over-allotments in the sale of the Underwritten Debentures by the Underwriters.  Said option may be exercised one time, in whole or in part on or before the 30 th day after the date of the Prospectus.  Said option shall be exercised upon written or telegraphic notice by the Representatives to the Company setting forth the aggregate principal amount of Option Debentures as to which the respective Underwriters are exercising the option and the settlement date.  The aggregate principal amount of Option Debentures to be purchased by each Underwriter shall be the same percentage as the percentage of the total aggregate principal amount of Underwritten Debentures to be purchased by such Underwriter at the Time of Purchase, subject to such adjustments as you in your absolute discretion shall make to eliminate any fractional debenture.

2.            Payment and Delivery :  Payment for the Underwritten Debentures and the Option Debentures (if the option provided for in Section 1(b) shall have been exercised on or before the third business day prior to the Time of Purchase) 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 Underwritten Debentures and the Option Debentures, as applicable, 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 ____________ (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 9 hereof, at the office of Hunton & Williams LLP, 200 Park Avenue, New York, New York 10166, 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.

If the option provided for in Section 1(b) hereof is exercised after the third Business Day prior to the Time of Purchase, the Company will deliver the Option Debentures (at the expense of the Company) to the Representatives, at the office of Hunton & Williams LLP, 200 Park Avenue, New York, New York 10166, on the date specified by the Representatives (which shall be at least three Business Days after exercise of said option) for the respective accounts of the respective Underwriters, against payment by the respective Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the Company.  If settlement for the Option Debentures occurs after the Time of Purchase, the Company will deliver to the Representatives on the settlement date for the Option Debentures (the “Option Settlement Date”), and the obligation of the Underwriters to purchase the Option Debentures shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Time of Purchase pursuant to Section 3 hereof.  Any Option Settlement Date after the Time of Purchase shall be such date as the Company and the Representatives may agree, but in no event shall such date be sooner than the third Business Day following the exercise of the option provided for in Section 1(b) hereof.

The delivery of the Debentures 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 Representative shall accept such delivery on behalf of itself and the other Underwriters.

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, at the Applicable Time, at the Time of Purchase and at any Option Settlement Date 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 Debentures shall be satisfac­tory in form and substance to Dewey & LeBoeuf LLP, counsel to the Underwriters.
	(b)	That, at the Time of Purchase and any Option Settlement Date, as applicable, the Representative shall be furnished with the following opinions, dated the day of the Time of Purchase or the Option Settlement Date, as applicable, 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 & LeBoeuf LLP, counsel to the Underwriters
		(1)	Opinion of Hunton & Williams LLP and either of Jeffrey D. Cross, Esq.,  Thomas G. Berkemeyer, Esq. or William E. Johnson, Esq., counsel to the Company, substantially in the form heretofore previously provided to the Underwriters; and
		(2)	Opinion of Dewey & LeBoeuf LLP, counsel to the Underwriters, substantially in the form heretofore previously provided to the Underwriters.
	(c)	That the Representative shall have received on the date hereof and shall receive at the Time of Purchase and at the Option Settlement Date, as applicable, letters from Deloitte & Touche LLP dated the date hereof and the date of the Time of Purchase and the Option Settlement Date, respectively, in form and substance satisfactory to the Representative (which may refer to the letter previously delivered to the Representative, as applicable) (i) confirming that with respect to the Company they are an independent registered public accounting firm within the meaning of the Act and the applicable published rules and regulations of the Commission and the Public Company Accounting Oversight Board (United States) thereunder, (ii) stating that in their opinion the consolidated financial statements audited by them and included or incorporated by reference in the Registration Statement, Pricing Prospectus and Prospectus, respectively, 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 three business days prior to the date of each such letter, as applicable, such other matters as the Representative reasonably requests.
	(d)	The pricing term sheet contemplated by Section 6(b) hereof, and any other material required pursuant to Section 433(d), shall have been filed by the Company with the Commission within the applicable time periods prescribed by Rule 433.
	(e)	That no amendment to the Registration Statement and that no supplement to the Pricing Prospectus or the Prospectus of the Company (other than the Pricing Prospectus or amendments, prospectuses or prospectus supplements relating solely to securities other than the Debentures) relating to the Debentures and no document which would be deemed incorporated in the Pricing Prospectus or Prospectus by reference filed subsequent to the date hereof and prior to the Time of Purchase or the Option Settlement Date, as applicable, shall contain material information substantially different from that contained in the Pricing Prospectus which is unsatisfactory in substance to the Representative or unsatisfactory in form to Dewey & LeBoeuf LLP, counsel to the Underwriters.
	(f)	That, at the Time of Purchase and the Option Settlement Date, as applicable, 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.
	(g)	That, from the date hereof to the Time of Purchase or the Option Settlement Date, as applicable, 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 Pricing Prospectus (other than changes referred to in or contemplated by the Pricing Prospectus), and that the Company shall, at the Time of Purchase and the Option Settlement Date, as applicable, 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.
	(h)	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 or the Option Settlement Date, as applicable, 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 and make any other required filings pursuant to Rule 433; 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, Pricing Prospectus or Prospectus or for additional information with respect thereto or of the entry of an order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Pricing Prospectus or the Prospectus or of the initiation or threat of any proceedings for that purpose and, if such an 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 (or required to deliver but for Rule 172 under the Act), 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 Debentures) 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 Debentures 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 (or required to deliver but for Rule 172 under the Act), if any event shall have occurred as a result of which it is necessary to amend or supplement the Pricing Prospectus or the Prospectus in order to make the statements therein, in the light of the circumstances when the Pricing Prospectus or 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 Debentures 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 Pricing Prospectus or the Prospectus or supplements to the Pricing Prospectus or 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 Debentures for offer and sale under the securities or “blue sky” laws of such jurisdictions as the Representative may designate and shall maintain such qualifications so long as required for the offering and sale of the Debentures 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 Debentures by the respective Underwriters) in connection with the issuance and delivery of the Debentures, 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 counsel to the Underwriters, only in the events provided in paragraph (h) of this Section 4 and paragraph (a) of Section 8, 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 Debentures 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 9 or 10 hereof, to pay the fees and disbursements of counsel to the Underwriters, and, if the Underwriters shall not take up and pay for the Debentures 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)	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 or the Option Settlement Date, as applicable, on which the distribution of the Debentures 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 Debentures of the Company or any substantially similar securities of the Company without the consent of the Representative.
	(j)	The Company will use its best efforts to list, subject to notice of issuance, the Debentures on the New York Stock Exchange.

5.            Warranties of the Company :  The Company represents and warrants to, and agrees with you, as set forth below:

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 Debentures hereunder.

6.	Free Writing Prospectuses :

 

	(a)	The Company represents and agrees that, without the prior consent of the Representative, it has not made and will not make any offer relating to the Debentures that would constitute a “free writing prospectus” as defined in Rule 405 under the Act, other than a Permitted Free Writing Prospectus; each Underwriter, severally and not jointly, represents and agrees that, without the prior consent of the Company and the Representative, it has not made and will not make any offer relating to the Debentures that would constitute a “free writing prospectus,” as defined in Rule 405 under the Act, other than a Permitted Free Writing Prospectus or one or more free writing prospectuses that contain only preliminary or final terms of the Debentures (which may include prices of bonds from comparable issuers) and is not required to be filed by the Company pursuant to Rule 433 or one or more free writing prospectuses that contains information substantially the same as the information contained in Exhibit 2 hereto (an “Underwriter Free Writing Prospectus”); any such free writing prospectus the use of which has been consented to by the Company and the Representative (which shall include the pricing term sheet discussed in Section 6(b)) is listed in Exhibit 3 and herein called a “Permitted Free Writing Prospectus.”
	(b)	The Company agrees to prepare a pricing term sheet, substantially in the form of Exhibit 2 hereto and approved by the Representative, and to file such pricing term sheet pursuant to Rule 433(d) under the Securities Act within the time period prescribed by such Rule.
	(c)	The Company and each Underwriter has complied and will comply with the requirements of Rule 433 applicable to any other Permitted Free Writing Prospectus, including timely Commission filing where required and legending.
	(d)	The Company and each Underwriter agrees that if at any time following issuance of a Permitted Free Writing Prospectus any event occurred or occurs as a result of which such Permitted Free Writing Prospectus would conflict in any material respect with the information in the Registration Statement, the Pricing Prospectus or the Prospectus or include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances then prevailing, not misleading, then (i) the party that first becomes aware of the foregoing will give prompt notice thereof to the Representative and/ or the Company, as applicable, and, (ii) if requested by the Representative or the Company, as applicable, the Company will prepare and furnish without charge a Permitted Free Writing Prospectus or other document which will correct such conflict, statement or omission.
	(e)	Each Underwriter agrees that (i) no information that is conveyed to investors by such Underwriter has been or will be inconsistent with the information contained in the Pricing Disclosure Package, and (ii) if an Underwriter shall use an Underwriter Free Writing Prospectus that contains information in addition to, or in conflict with, the Pricing Disclosure Package, the liability arising from its use of such additional or conflicting information shall be the sole responsibility of the Underwriter using such Underwriter Free Writing Prospectus; provided, however, that, for the avoidance of doubt, this clause 6(e)(ii) shall not be interpreted as tantamount to the indemnification obligations contained in Section 8(b) hereof.

7.            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 any Permitted Free Writing Prospectus, in the Pricing 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 Debentures hereunder.

8.            Indemnification and Contribution :

	(a)	To the extent permitted by law, the Company agrees to indemnify and hold each Underwriter harmless, each Underwriter’s employees, agents, officers and directors and each person, if any, who controls an Underwriter within the meaning of Section 15 of the Act, against any and all losses, claims, damages or liabilities, joint or several, to which an Underwriter, they or any of you or them may become subject under the Act or otherwise, and to reimburse the Underwriters, they or any of you or them, 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), in the Pricing Prospectus, in any Permitted Free Writing Prospectus, in any “issuer free writing prospectus” (as defined in Rule 433 under the Act) or in the Prospectus, or if the Company shall furnish or cause to be furnished to the Underwriters any amendments or any supplements to the Pricing Prospectus or the Prospectus, in the Pricing Prospectus or the Prospectus as so amended or supplemented except to the extent that such amendments or supplements relate solely to securities other than the Debentures (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, in the Pricing Prospectus, in any Permitted Free Writing Prospectus, in any “issuer free writing prospectus” (as defined in Rule 433 under the Act) 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 the Trustee under the Indenture.  Each Underwriter agrees promptly after its receipt 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 8(a) may be sought by any such Underwriter, or by any person controlling any such Underwriter, to notify the Company in writing of the commencement thereof, but the omission so to notify the Company of any such action shall not release the Company from any liability which it may have to an Underwriter or to such controlling person otherwise than on account of the indemnity agreement contained in this Section 8(a).  In case any such action shall be brought against an Underwriter or any such controlling person and an Underwriter 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), an Underwriter or any controlling person shall have the right to employ its own counsel, but, in any such case, the fees and expenses of such counsel shall be at such Underwriter’s or controlling person’s 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 an Underwriter or any controlling person and the Company and such Underwriter or any controlling person shall have been advised by its counsel that a conflict of interest between the Company and such Underwriter 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 the Underwriters or any controlling person (plus any local counsel retained by the Underwriters or any controlling person in their reasonable judgment), which firm (or firms) shall be designated in writing by the Underwriters 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 8(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 (if used prior to the effective date of this Agreement), or in the Pricing Prospectus, or in any Permitted Free Writing 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 8(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 8(b).
	(c)	If recovery is not available or insufficient to hold the indemnified party harmless under Section 8(a) or 8(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 8(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 Debentures realized by the Company on the one hand and the Underwriters on the other hand, 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 Debentures 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 8 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 8 (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 8 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 Debentures hereunder.

9.            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 Debentures which it has agreed to purchase and pay for hereunder, and the aggregate principal amount of Debentures 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 Debentures, the other Underwriters shall be obligated severally in the proportions which the amounts of Debentures set forth opposite their names in Exhibit 1 hereto bear to the aggregate principal amount of Debentures set forth opposite the names of all such non-defaulting Underwriters, to purchase the Debentures 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 Debentures which any Underwriter has agreed to purchase pursuant to Section 1 hereof be increased pursuant to this Section 9 by an amount in excess of one-ninth of such principal amount of Debentures without the written consent of such Underwriter.  If any Underwriter or Underwriters shall fail or refuse to purchase Debentures and the aggregate principal amount of Debentures with respect to which such default occurs is more than one-tenth of the aggregate principal amount of the Debentures 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 Debentures 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 Debentures 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.

10.                       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 Debentures 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 in 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 further downgrade.

If the Representative elects to terminate this Agreement, as provided in this Section 10, 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 Debentures 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.

11.            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  _______________________________________________________, and, if to the Company, to American Electric Power Company, Inc., c/o American Electric Power Service Corporation, 1 Riverside Plaza, Columbus, Ohio 43215, Attention: General Counsel (fax 614/716-3440).

12.            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 8 hereof, and their respective successors, assigns, executors and administrators, and, except as expressly otherwise provided in Section 9 hereof, no other person shall acquire or have any right under or by the virtue of this Agreement.  The Company acknowledges and agrees that in connection with all aspects of each transaction contemplated by this Underwriting Agreement, the Company and the Underwriters have an arms length business relationship that creates no fiduciary duty on the part of any party and each expressly disclaims any fiduciary relationship.

13.            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 9 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 Debentures from any of the respective Underwriters.

14.            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 Commission shall not have issued a stop order with respect to the effectiveness of the Registration Statement.

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

16.            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.

Exhibit 1 (d)

AMERICAN ELECTRIC POWER COMPANY, INC.

Proposed Form of Underwriting Agreement

________________ Stock Purchase Contracts*

Dated ______________

AGREEMENT made between AMERICAN ELECTRIC POWER COMPANY, INC., a corporation organized and existing under the laws of the State of New York (the "Company"), and the several persons, firms and corporations (the "Underwriters") named in Exhibit 1 hereto.

WITNESSETH:

WHEREAS, the Company proposes to sell to the Underwriters  _____________of its _____% Stock Purchase Contracts. The Stock Purchase Contracts will initially consist of ____________ units (the "Underwritten Securities") with a stated amount, per Stock Purchase Contract, of $__ (the "Stated Amount"). Each Stock Purchase Contract will initially consist of a forward stock purchase contract (a "Forward Purchase Contract") under which (i) the holder will agree to purchase from the Company on ______________ (the "Forward Purchase Contract Settlement Date"), for an amount of cash equal to the Stated Amount, shares of common stock, $_____ par value, of the Company ("Common Stock"), equal to the Settlement Rate (as defined in the Forward Purchase Contract Agreement referred to below) and (ii) the Company will agree to pay to the holder contract adjustment payments set forth in the Forward Purchase Contract Agreement and

WHEREAS, the Company also proposes to grant to the Underwriters an  option to purchase up to an additional ____________of its Stock Purchase Contracts to cover over-allotments (the "Option Securities"; the Option Securities, together with the Underwritten Securities, being hereinafter called the "Securities"). In accordance with the terms of the Forward Purchase Contract Agreement, to be dated as of ___________ (the "Forward Purchase Contract Agreement"), between the Company and The Bank of New York, as forward purchase contract agent (the "Forward Purchase Contract Agent The shares of Common Stock issuable pursuant to the Forward Purchase Contracts are hereinafter called the "Shares *  Plus an option to purchase from American Electric Power Company, Inc. up to   ____________ additional Stock Purchase Contracts to cover over-allotments.

" and

WHEREAS, as used in this Agreement, the term "Operative Documents" means the Forward Purchase Contract Agreement (including the Forward Purchase Contracts), the and the Stock Purchase Contracts; and

WHEREAS, the Underwriters have designated the persons signing this Agreement (collectively, the "Representatives") 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-___________) and a prospectus relating to $___________ principal amount of its securities, including the Stock Purchase Contracts, and such registration statement has become effective; and

WHEREAS, such registration statement, including the financial statements, the documents incorporated or deemed incorporated therein by reference, the exhibits thereto, being herein called the Registration Statement, and the prospectus, including the documents incorporated or deemed incorporated therein by reference, constituting a part of such Registration Statement, as it may be last amended or supplemented prior to the effectiveness of this Agreement, being herein called the Basic Prospectus, and the Basic Prospectus, as supplemented by a preliminary prospectus supplement (the "Preliminary Prospectus Supplement") and a final prospectus supplement (the "Prospectus

Supplement") to include information relating to the Securities, including the names of the Underwriters, the price and terms of the offering, the interest rate, maturity date, the contract adjustment payments and certain other information relating to the Securities, 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: (a) 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 number of Underwritten Securities set opposite their names in Exhibit 1 hereto, together aggregating all of the Underwritten Securities, at a purchase price equal to $_____ per Security.

(b) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, not more than ___________ Option Securities at the same purchase price per share as the Underwriters shall pay for the Underwritten Securities. Said option may be exercised only to coverover-allotments in the sale of the Underwritten Securities by the Underwriters. Said option may be exercised one time, in whole or in part, provided that the settlement of the Option Securities shall be no later than the 13th day after the date of issuance of the Underwritten Securities. Said option shall be exercised upon written or telegraphic  notice by the Representatives to the Company setting forth the number  of shares of the Option Securities as to which the several Underwriters  are exercising the option and the settlement date. The number of shares of the Option Securities to be purchased by each Underwriter shall be  the same percentage of the total number of shares of the Option  Securities to be purchased by the several Underwriters as such  Underwriter is purchasing of the Underwritten Securities, subject to such adjustments as you in your absolute discretion shall make to eliminate any fractional shares.

Payment and Delivery: Delivery of and payment for the  Underwritten Securities and the Option Securities (if the option   provided for in Section 1(b) hereof shall have been exercised on or  before the third Business Day prior to the Closing Date) shall be made at the offices of ___________, or at such other place as shall be agreed upon by   the Representatives and the Company, at 10:00 a.m., New York City time,  on ___________, or at such time on such later date not more than  three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement  between the Representatives and the Company or as provided in Section 8  hereof (such date and time of delivery and payment for the Securities  being herein called the "Closing Date"). Delivery of the Securities  shall be made to the Representatives for the respective accounts of the  several Underwriters against payment by the several Underwriters  through the Representatives of the purchase price thereof to or upon   the order of the Company by wire transfer payable in same-day funds to an account specified by the Company. Delivery of the Underwritten  Securities and the Option Securities shall be made through the  facilities of The Depository Trust Company unless the Representatives  hall otherwise instruct.

If the option provided for in Section 1(b) hereof is exercised after the third Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representatives, ___________, on the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the Company. If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 3 hereof. Any settlement date for the Option Securities after the Closing Date shall be such date as the Company and the Representatives may agree, but in no event shall such date be sooner than the third Business Day following the exercise of the option provided for in Section 1(b) hereof.

Certificates for the Securities shall be registered in such names as the Underwriters may request in writing at least two full Business Days before the Closing Date. The certificates for Securities will be made available in New York City for examination by the Underwriters no later than 10:00 a.m., New York City time on the Business Day prior to the Closing Date.

3.  Conditions of Underwriters' Obligations: The several  obligations of the Underwriters hereunder to purchase Underwritten  Securities and the Option Securities, as the case may be, are subject  to the accuracy of the warranties and representations on the part of  the Company on the date hereof and at the Closing Date, and if  applicable, the settlement date pursuant to Section 2 hereof, and to  the following other conditions:

 

                 

                  (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 Securities) relating to   the Securities and no document which would be deemed incorporated in the Prospectus by reference filed subsequent to the date hereof and   prior to the Closing Date shall contain material information   substantially different from that contained in the Registration   Statement which is unsatisfactory in substance to the Representatives  or unsatisfactory in form to Dewey Ballantine LLP, counsel to the  Underwriters.

                  (e) That, at the Closing Date, an appropriate order of the

         Commission necessary to permit the sale of the Securities

         to the Underwriters, shall be in effect; and that, prior to the Closing

         Date, no stop order with respect to the effectiveness of the

         Registration Statement shall have been issued under the Act by the Commission or proceedings therefor initiated.

          (f)  That, at the Closing Date, 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 Closing Date, have delivered to the Representatives 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 Closing Date

     by the terms hereof.

          (h)  Subsequent to the date of this Agreement, there shall not have

     been decreases in the ratings of the Company's senior unsecured debt

     securities by both Moody's Investors Services, Inc. ("Moody's") and

     Standard & Poor's Ratings Group ("S&P") as follows: (i) a decrease by

     Moody's to a rating of Baa3 or below and (ii) a decrease by S&P to a rating

     of BBB- or below.

          (i)  That, at the Closing Date, the Securities shall have been

     approved for listing on the New York Stock Exchange, subject to official

     notice of issuance, and satisfactory evidence of such actions shall have

     been provided to the Representatives.

          (j)  That, at the Closing Date, each of the executive officers and

     directors of the Company have entered into an

     agreement to refrain from the sale of securities of the Company

          In case any of the conditions specified in this Section 3 shall not

have been fulfilled, this Agreement may be terminated by the Underwriters at any

time at or prior to the Closing Date upon written notice thereof to the Company.

Any such termination shall be without liability of any party to any other party

except as otherwise provided in Section 4(f), Section 4(g) and Section 4(h)

hereof and except for any liability under Section 7 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

     Representatives 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 Securities) as the Representatives 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 Representatives, upon request, 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 Securities and, upon request, to

     furnish to the Representatives sufficient plain copies thereof (exclusive

     of exhibits) for distribution of one to the other Underwriters.

          (d)  For such period of time 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, immediately to notify the Underwriters of such

     event and forthwith to prepare and furnish, at its own expense during the

     period ending nine months from the date of this Agreement, and thereafter

     at the Underwriters' expense, to the Underwriters and to dealers (whose

     names and addresses are furnished to the Company by the Representatives) to

     whom principal amounts of the Securities may have been sold by the

     Representatives 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 Securities for offer and

     sale under the securities or "blue sky" laws of such jurisdictions as the

     Representatives 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 Securities by the respective Underwriters, but including all

     amounts relating to (i) the

     Company's costs and expenses for travel, lodging and incidental expenses

     relating to investor presentations on any "road show" undertaken in

     connection with the marketing of the Securities; (ii) the listing of the

     Securities on the New York Stock Exchange; (iii) the preparation of the

     Registration Statement, the Preliminary Prospectus Supplement and the

     Prospectus Supplement (and any amendments or supplements thereto); (iv) the

     sale and delivery of the Securities; (v) the reasonable fees and

     disbursements of counsel and accountants for the Company and

     any paying agent, the Forward Purchase Contract Agent and the, Securities Intermediary

     and Custodial Agent ; and (vi) the printing and delivery of the Preliminary Prospectus

     Supplement and the Prospectus Supplement) in connection with the sale and

     delivery of the Securities, 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 _____________________, counsel to the

     Underwriters, only in the events provided in paragraph (h) of this Section

     4, 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 Securities

     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 9(b) or 13(ii) hereof, to pay the

     fees and disbursements of _____________________, counsel to the

     Underwriters, and, to reimburse the Underwriters for their reasonable

     out-of-pocket expenses, in an aggregate amount not exceeding a total of

     $50,000, incurred in connection with the financing contemplated by this

     Agreement.

          (i)  To use its best efforts to cause the Securities to be accepted

     for clearance and settlement through the facilities of The Depositary Trust

     Company.

          (j)  The Company will timely file any certificate required by the 1935

     Act in connection with the sale of the Securities.

          (k)  The Company will not, without the prior written consent of the

     Representatives, offer, sell, contract to sell, pledge, or otherwise

     dispose of, (or enter into any transaction which is designed to, or might

     reasonably be expected to, result in the disposition (whether by actual

     disposition or effective economic disposition due to cash settlement or

     otherwise) by the Company or any affiliate of the Company or any person in

     privity with the Company or any affiliate of the Company) directly or

     indirectly, including the filing (or participation in the filing) of a

     registration statement with the Commission in respect of, or establish or

     increase a put equivalent position or liquidate or decrease a call

     equivalent position within the meaning of Rule 16a-1 under the 1934 Act,

     any shares of Common Stock or any securities convertible into, or

     exercisable, or exchangeable for, shares of Common Stock other than as

     provided in this Agreement; or publicly announce an intention to effect any

     such transaction, for a period of 90 days after the date of the

     Underwriting Agreement, provided, however, that (i) the Company may issue

     and sell up to 18,400,000 shares of its Common Stock in the concurrent

     offering contemplated by the Prospectus and (ii) the Company may issue and

     sell Common Stock pursuant to the terms of any employee stock option plan,

     stock ownership plan, dividend reinvestment plan or any other similar plan

     of the Company in effect as of the date hereof and the Company may

     issue Common Stock issuable upon the conversion of securities or the

     exercise of warrants outstanding as of the date hereof.

          (l)  To use its reasonable efforts to effect the listing of the

     Securities on the New York Stock Exchange.

          5.   Representations and Warranties of by the Company: The Company

     represents and warrants to, and agrees with each Underwriter, as set forth

     below:

          (a) The Registration Statement on its effective date complied, or was

     deemed to comply, with the applicable provisions of the Act and the rules

     and regulations of the Commission and the Registration Statement at its

     effective date did not, and at the Closing Date 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 Closing Date 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 Closing

     Date 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 Representatives 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) 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.

          (c) 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.

          (d) This Agreement has been duly authorized, executed and delivered by

     the Company.

          (e)  The Forward Purchase Contract Agreement, has been duly authorized by the

     Company

          (f)  The Stock Purchase Contracts have been duly authorized by the Company. The

     Stock Purchase Contracts and the Shares have been duly registered under the Exchange

     Act; and the issuance of the Stock Purchase Contracts is not subject to preemptive or

     other similar rights.

          (g)  [Reserved].

          (h)  The execution, delivery and performance of this Agreement, and the other Operative

     Documents and the Securities and the  consummation by the Company of the transactions

     contemplated herein and   therein 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 or the other Operative

     Documents).

          (i)  The Shares of Common Stock to be issued and sold by the Company

     upon settlement of the Forward Purchase Contracts have been duly authorized

     and reserved for issuance and, when issued and delivered in accordance with

     the provisions of the Forward Purchase Contracts, will be duly and validly

     issued, fully paid and non-assessable and will not be subject to any

     preemptive or similar rights.

          (j) 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 Securities or the transactions by

     the Company contemplated in this Agreement or in the other Operative

     Documents, 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

     1935 Act; (C) the qualification of the Indenture under the 1939 Act; and

     (D) such consents, approvals, authorizations, registrations or

     qualifications as may be required under state securities or

     Blue Sky laws.

          (k)  The Company and each "significant subsidiary" of the Company (as

     such term is defined in Rule 1-02 of Regulation S-X promulgated under the

     Act) has been duly organized and is validly existing as a corporation in

     good standing under the laws of the jurisdiction of its incorporation.

          (l)  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 present fairly the information shown

     therein and have 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.

          (m)  There is no pending action, suit, investigation, litigation or

     proceeding, including, without limitation, any environmental action,

     affecting the Company or any of its "significant subsidiaries" 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 Securities hereunder.

          6.   Warranties of Underwriters:

          (a)  Each Underwriter warrants and represents that the information

     furnished in writing to the Company through the Representatives for use in

     the Registration Statement, in the Basic Prospectus, in the Prospectus, or

     in the Prospectus as amended or supplemented is correct as to such

     Underwriter.

          (b)  Each of the Underwriters represents and agrees that it has not

     and will not offer, sell or delivery any of the Securities directly or

     indirectly, or distribute the Prospectus or any other offering material

     relating to the Securities, in or from any jurisdiction except under

     circumstances that will result in compliance with the applicable laws and

     regulations thereof and in a manner that will not impose any obligations on

     the Company except as set forth in this Agreement.

          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 Securities hereunder.

        7.   Indemnification and Contribution:

          (a)  To the extent permitted by law, the Company agrees to indemnify

     and hold you harmless 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 Securities (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 Representatives 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 Securities 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 prior to the written confirmation of the sale involved. 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, 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 Representatives 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

     Securities 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 Securities 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 Securities 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 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 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

     Securities 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 number of Securities

     which it has agreed to purchase and pay for hereunder, and the number of

     Securities which such defaulting Underwriter or Underwriters agreed but

     failed or refused to purchase is not more than one-tenth of the number of

     the Securities, the other Underwriters shall be obligated severally in the

     proportions which the amounts of Securities set forth opposite their names

     in Exhibit 1 hereto bear to the number of Securities set forth opposite the

     names of all such non-defaulting Underwriters, to purchase the Securities

     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 number of Securities 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 number of Securities without

     the written consent of such Underwriter. In the event of any such purchase,

     (a) the non-defaulting Underwriters or the Company shall have the right to

     fix as a postponed Closing Date a date not exceeding four full business

     days after the date specified in Section 2 and (b) the

     respective number of Securities to be purchased by the non-defaulting

     Underwriters shall be taken as the basis of their respective underwriting

     obligations for all purposes of this Agreement. If any Underwriter or

     Underwriters shall fail or refuse to purchase Securities and the number of

     Securities with respect to which such default occurs is more than one-tenth

     of the number of the Securities 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 Securities 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 Securities

     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 Closing Date by the Representatives

     if, after the execution and delivery of this Agreement and prior to the

     Closing Date, in the Representatives' reasonable judgment, the

     Underwriters' ability to market the Securities shall have been materially

     adversely affected because:

          (a)  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

          (b)  trading in the securities of the Company shall have been

     suspended by the New York Stock Exchange, or

          (c)  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

          (d)  a general banking moratorium shall have been declared by Federal

     or New York State authorities.

          If the Representatives elect to terminate this Agreement, as provided

in this Section 9, the Representatives 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 Securities 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 Sections 4(g), 4(h) and 7 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 Representatives at the

     following firms:

and, if to the Company, to American Electric Power Company, Inc., c/o American

Electric Power Service Corporation, 1 Riverside Plaza, Columbus, Ohio 43215,

Attention:  Treasurer.

          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 Representatives 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 Securities from any

     of the respective Underwriters.

          13. Conditions of the Company's Obligations: The obligations of the

     Company hereunder are subject to (i) the Underwriters' performance of their

     obligations hereunder; and (ii) that at the Closing Date the Commission

     shall have issued an appropriate order under the Act and 1935 Act, and such

     orders shall remain in full force and effect, authorizing the transactions

     contemplated hereby. In case these conditions shall not have been

     fulfilled, this Agreement may be terminated by the Company upon notice

     thereof to the Underwriters. Any such termination shall be without

     liability of any party to any other party except as otherwise provided in

     Sections 4(g), 4(h) and 7 hereof.

          14. Offering by Underwriters: It is understood that the several

     Underwriters propose to offer the Securities for sale to the public as set

     forth in the Prospectus.

          15. Applicable Law: This Agreement will be governed and construed in

     accordance with the laws of the State of New York.

          16. 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.

                                    AMERICAN ELECTRIC POWER COMPANY, INC.

                                    By:   /s/ ___________

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

                                        Name: ___________

                                        Title:  Assistant Treasurer

as Representatives

and on behalf of the Underwriters

named in Exhibit 1 hereto

                                       19

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    TOTAL .....................................................

Exhibit 1 (e)

AMERICAN ELECTRIC POWER COMPANY, INC.

Proposed Form of Underwriting Agreement

________________ Equity Units*

Dated ______________

AGREEMENT made between AMERICAN ELECTRIC POWER COMPANY, INC., a corporation organized and existing under the laws of the State of New York (the "Company"), and the several persons, firms and corporations (the "Underwriters") named in Exhibit 1 hereto.

WITNESSETH:

WHEREAS, the Company proposes to sell to the Underwriters  _____________of its _____% Equity Units. The Equity Units will initially consist of ____________ units (the "Underwritten Securities") with a stated amount, per Equity Unit, of $__ (the "Stated Amount"). Each Equity Unit will initially consist of (a) aforward stock purchase contract (a "Forward Purchase Contract") under which (i) the holder will agree to purchase from the Company on ______________ (the "Forward Purchase Contract Settlement Date"), for an amount of cash equal to the Stated Amount, shares of common stock, $_____ par value, of the Company ("Common Stock"), equal to the Settlement Rate (as defined in the Forward Purchase Contract Agreement referred to below) and (ii) the Company will agree to pay to the holder contract adjustment payments set forth in the Forward Purchase Contract Agreement and (b) $__ principal amount of the Company's ____% senior notes due _____________ (the "Notes") issued pursuant to the Indenture (as defined below); and

WHEREAS, the Company also proposes to grant to the Underwriters an  option to purchase up to an additional ____________of its Equity Units to cover over-allotments (the "Option Securities"; the Option Securities, together with the Underwritten Securities, being hereinafter called the "Securities"). The Notes that will initially constitute a component of the Equity Units are hereinafter sometimes referred to as the "Underlying Notes". In accordance with the terms of the Forward Purchase Contract Agreement, to be dated as of ___________ (the "Forward Purchase Contract Agreement"), between the Company and The Bank of New York, as forward purchase contract agent (the "Forward Purchase Contract Agent"), the Underlying Notes will be pledged by the Forward Purchase Contract Agent, on behalf of the holders of the Equity Units, to The Bank of New York, as collateral agent (the "Collateral Agent"), pursuant to the Pledge Agreement, to be dated as of _____________ (the "Pledge Agreement"), among the Company, the Forward Purchase Contract Agent and the Collateral Agent, to secure the holders' obligations to purchase Common Stock under the Forward Purchase Contracts. The shares of Common Stock issuable pursuant to the Forward Purchase Contracts are hereinafter called the "Shares *  Plus an option to purchase from American Electric Power Company, Inc. up to   ____________ additional Equity Units to cover over-allotments.

" and

WHEREAS, the Notes are to be issued pursuant to an indenture dated as of _________ (the "Base Indenture"), between the Company and The Bank of New York, as trustee (the "Trustee"), as amended and supplemented by a supplemental indenture relating to the Notes constituting a part of the Securities (the "Supplemental Indenture") between the Company and the Trustee (the "Base Indenture", as supplemented and amended by the Supplemental Indenture, being referred to as the "Indenture"). The Securities and the Indenture are more fully described in the Prospectus referred to below; and

WHEREAS, pursuant to a Remarketing Agreement (the "Remarketing Agreement") to be dated as of ___________, among the Company, the Forward Purchase Contract Agent and ___________., as remarketing agent (the "Remarketing Agent"), the Notes may be remarketed, subject to certain terms and conditions; and

WHEREAS, as used in this Agreement, the term "Operative Documents" means the Forward Purchase Contract Agreement (including the Forward Purchase Contracts), the Pledge Agreement, the Remarketing Agreement, the Notes, the Indenture and the Equity Units; and

WHEREAS, the Underwriters have designated the persons signing this Agreement (collectively, the "Representatives") 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-___________) and a prospectus relating to $___________ principal amount of its securities, including the Equity Units, and such registration statement has become effective; and

WHEREAS, such registration statement, including the financial statements, the documents incorporated or deemed incorporated therein by reference, the exhibits thereto, being herein called the Registration Statement, and the prospectus, including the documents incorporated or deemed incorporated therein by reference, constituting a part of such Registration Statement, as it may be last amended or supplemented prior to the effectiveness of this Agreement, being herein called the Basic Prospectus, and the Basic Prospectus, as supplemented by a preliminary prospectus supplement (the "Preliminary Prospectus Supplement") and a final prospectus supplement (the "Prospectus

Supplement") to include information relating to the Securities, including the names of the Underwriters, the price and terms of the offering, the interest rate, maturity date, the contract adjustment payments and certain other information relating to the Securities, 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: (a) 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 number of Underwritten Securities set opposite their names in Exhibit 1 hereto, together aggregating all of the Underwritten Securities, at a purchase price equal to $_____ per Security.

(b) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, not more than ___________ Option Securities at the same purchase price per share as the Underwriters shall pay for the Underwritten Securities. Said option may be exercised only to coverover-allotments in the sale of the Underwritten Securities by the Underwriters. Said option may be exercised one time, in whole or in part, provided that the settlement of the Option Securities shall be no later than the 13th day after the date of issuance of the Underwritten Securities. Said option shall be exercised upon written or telegraphic  notice by the Representatives to the Company setting forth the number  of shares of the Option Securities as to which the several Underwriters  are exercising the option and the settlement date. The number of shares of the Option Securities to be purchased by each Underwriter shall be  the same percentage of the total number of shares of the Option  Securities to be purchased by the several Underwriters as such  Underwriter is purchasing of the Underwritten Securities, subject to such adjustments as you in your absolute discretion shall make to eliminate any fractional shares.

Payment and Delivery: Delivery of and payment for the  Underwritten Securities and the Option Securities (if the option   provided for in Section 1(b) hereof shall have been exercised on or  before the third Business Day prior to the Closing Date) shall be made at the offices of ___________, or at such other place as shall be agreed upon by   the Representatives and the Company, at 10:00 a.m., New York City time,  on ___________, or at such time on such later date not more than  three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement  between the Representatives and the Company or as provided in Section 8  hereof (such date and time of delivery and payment for the Securities  being herein called the "Closing Date"). Delivery of the Securities  shall be made to the Representatives for the respective accounts of the  several Underwriters against payment by the several Underwriters  through the Representatives of the purchase price thereof to or upon   the order of the Company by wire transfer payable in same-day funds to an account specified by the Company. Delivery of the Underwritten  Securities and the Option Securities shall be made through the  facilities of The Depository Trust Company unless the Representatives  hall otherwise instruct.

If the option provided for in Section 1(b) hereof is exercised after the third Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representatives, ___________, on the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the Company. If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 3 hereof. Any settlement date for the Option Securities after the Closing Date shall be such date as the Company and the Representatives may agree, but in no event shall such date be sooner than the third Business Day following the exercise of the option provided for in Section 1(b) hereof.

Certificates for the Securities shall be registered in such names as the Underwriters may request in writing at least two full Business Days before the Closing Date. The certificates for Securities will be made available in New York City for examination by the Underwriters no later than 10:00 a.m., New York City time on the Business Day prior to the Closing Date.

3.  Conditions of Underwriters' Obligations: The several  obligations of the Underwriters hereunder to purchase Underwritten  Securities and the Option Securities, as the case may be, are subject  to the accuracy of the warranties and representations on the part of  the Company on the date hereof and at the Closing Date, and if  applicable, the settlement date pursuant to Section 2 hereof, 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 sale of the Securities

      shall be satisfactory in form and substance to ___________,

      counsel to the Underwriters and the Company shall have furnished such

      counsel all documents and information that it may reasonably request to

      enable it to pass upon such matters.

          (b) That, at the Closing Date, the Representatives shall be

      furnished with the following opinions, dated the day of the Closing

      Date, 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 Representatives with the approval of Dewey

      Ballantine LLP, counsel to the Underwriters:

                      (i)   Opinion of counsel to the Company, in form and substance satisfactory to counsel to the Underwriters;

                      (ii)  Opinion of ___________, counsel to the

                            Underwriters,;

                      (iii) Opinion of ___________, counsel to the

                            Trustee, the Forward Purchase Contract Agent and the

                            Collateral Agent, Securities Intermediary and

                            Custodial Agent, in form and substance satisfactory to counsel to the Underwriters;

;

          (c) That the Representatives shall have received letters from Deloitte & Touche LLP in form and substance

      satisfactory to the Representatives, (A) dated as of  the date of this Agreement and substantially in the

      form of Exhibit D hereto and (B) dated as of the  Closing Date, reaffirming the statements made in the

      letter furnished pursuant to clause (A) above,  except that the specified date referred to shall be

      a date not more than five business days prior to the   Closing Date.

          (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 Securities) relating to

      the Securities and no document which would be deemed incorporated in  the Prospectus by reference filed subsequent to the date hereof and

      prior to the Closing Date shall contain material information  substantially different from that contained in the Registration   Statement which is

      unsatisfactory in substance to the Representatives  or unsatisfactory in form to Dewey Ballantine LLP, counsel to the

      Underwriters.

          (e) That, at the Closing Date, an appropriate order of the  Commission necessary to permit the sale of the Securities

      to the Underwriters, shall be in effect; and that, prior to the Closing  Date, no stop order with respect to the effectiveness of the

      Registration Statement shall have been issued under the Act by the Commission or proceedings therefor initiated.

          (f)  That, at the Closing Date, 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 Closing Date, have delivered to the Representatives 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 Closing Date

     by the terms hereof.

          (h)  Subsequent to the date of this Agreement, there shall not have

     been decreases in the ratings of the Company's senior unsecured debt

     securities by both Moody's Investors Services, Inc. ("Moody's") and

     Standard & Poor's Ratings Group ("S&P") as follows: (i) a decrease by

     Moody's to a rating of Baa3 or below and (ii) a decrease by S&P to a rating

     of BBB- or below.

          (i)  That, at the Closing Date, the Securities shall have been

     approved for listing on the New York Stock Exchange, subject to official

     notice of issuance, and satisfactory evidence of such actions shall have

     been provided to the Representatives.

          (j)  That, at the Closing Date, each of the executive officers and

     directors of the Company have entered into an

     agreement to refrain from the sale of securities of the Company

          In case any of the conditions specified in this Section 3 shall not

have been fulfilled, this Agreement may be terminated by the Underwriters at any

time at or prior to the Closing Date upon written notice thereof to the Company.

Any such termination shall be without liability of any party to any other party

except as otherwise provided in Section 4(f), Section 4(g) and Section 4(h)

hereof and except for any liability under Section 7 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

     Representatives 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 Securities) as the Representatives 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 Representatives, upon request, 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 Securities and, upon request, to

     furnish to the Representatives sufficient plain copies thereof (exclusive

     of exhibits) for distribution of one to the other Underwriters.

          (d)  For such period of time 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, immediately to notify the Underwriters of such

     event and forthwith to prepare and furnish, at its own expense during the

     period ending nine months from the date of this Agreement, and thereafter

     at the Underwriters' expense, to the Underwriters and to dealers (whose

     names and addresses are furnished to the Company by the Representatives) to

     whom principal amounts of the Securities may have been sold by the

     Representatives 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 Securities for offer and

     sale under the securities or "blue sky" laws of such jurisdictions as the

     Representatives 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 Securities by the respective Underwriters, but including all

     amounts relating to (i) the

     Company's costs and expenses for travel, lodging and incidental expenses

     relating to investor presentations on any "road show" undertaken in

     connection with the marketing of the Securities; (ii) the listing of the

     Securities on the New York Stock Exchange; (iii) the preparation of the

     Registration Statement, the Preliminary Prospectus Supplement and the

     Prospectus Supplement (and any amendments or supplements thereto); (iv) the

     sale and delivery of the Securities; (v) the reasonable fees and

     disbursements of counsel and accountants for the Company, the Trustee and

     any paying agent, the Forward Purchase Contract Agent and the Collateral

     Agent, Securities Intermediary and Custodial Agent and the Remarketing

     Agent; and (vi) the printing and delivery of the Preliminary Prospectus

     Supplement and the Prospectus Supplement) in connection with the sale and

     delivery of the Securities, 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, 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 Securities

     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 9(b) or 13(ii) hereof, to pay the

     fees and disbursements of Dewey Ballantine LLP, counsel to the

     Underwriters, and, to reimburse the Underwriters for their reasonable

     out-of-pocket expenses, in an aggregate amount not exceeding a total of

     $50,000, incurred in connection with the financing contemplated by this

     Agreement.

          (i)  To use its best efforts to cause the Securities to be accepted

     for clearance and settlement through the facilities of The Depositary Trust

     Company.

          (j)  The Company will timely file any certificate required by the 1935

     Act in connection with the sale of the Securities.

          (k)  The Company will not, without the prior written consent of the

     Representatives, offer, sell, contract to sell, pledge, or otherwise

     dispose of, (or enter into any transaction which is designed to, or might

     reasonably be expected to, result in the disposition (whether by actual

     disposition or effective economic disposition due to cash settlement or

     otherwise) by the Company or any affiliate of the Company or any person in

     privity with the Company or any affiliate of the Company) directly or

     indirectly, including the filing (or participation in the filing) of a

     registration statement with the Commission in respect of, or establish or

     increase a put equivalent position or liquidate or decrease a call

     equivalent position within the meaning of Rule 16a-1 under the 1934 Act,

     any shares of Common Stock or any securities convertible into, or

     exercisable, or exchangeable for, shares of Common Stock other than as

     provided in this Agreement; or publicly announce an intention to effect any

     such transaction, for a period of 90 days after the date of the

     Underwriting Agreement, provided, however, that (i) the Company may issue

     and sell up to 18,400,000 shares of its Common Stock in the concurrent

     offering contemplated by the Prospectus and (ii) the Company may issue and

     sell Common Stock pursuant to the terms of any employee stock option plan,

     stock ownership plan, dividend reinvestment plan or any other similar plan

     of the Company in effect as of the date hereof and the Company may

     issue Common Stock issuable upon the conversion of securities or the

     exercise of warrants outstanding as of the date hereof.

          (l)  To use its reasonable efforts to effect the listing of the

     Securities on the New York Stock Exchange.

          5.   Representations and Warranties of by the Company: The Company

     represents and warrants to, and agrees with each Underwriter, as set forth

     below:

          (a) The Registration Statement on its effective date complied, or was

     deemed to comply, with the applicable provisions of the Act and the rules

     and regulations of the Commission and the Registration Statement at its

     effective date did not, and at the Closing Date 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 Closing Date 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 Closing

     Date 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 Representatives 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) 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.

          (c) 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.

          (d) This Agreement has been duly authorized, executed and delivered by

     the Company.

          (e)  As of the Closing Date, 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 the 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.

          (f)  Each of the Forward Purchase Contract Agreement, the Pledge

     Agreement and the Remarketing Agreement has been duly authorized by the

     Company.

          (g)  The Equity Units have been duly authorized by the Company. The

     Equity Units and the Shares have been duly registered under the Exchange

     Act; and the issuance of the Equity Units is not subject to preemptive or

     other similar rights.

          (h)  The execution, delivery and performance of this Agreement, the

     Indenture and the other Operative Documents and the Securities and the

     consummation by the Company of the transactions contemplated herein and

     therein 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 or the other Operative

     Documents).

          (i)  The Shares of Common Stock to be issued and sold by the Company

     upon settlement of the Forward Purchase Contracts have been duly authorized

     and reserved for issuance and, when issued and delivered in accordance with

     the provisions of the Forward Purchase Contracts, will be duly and validly

     issued, fully paid and non-assessable and will not be subject to any

     preemptive or similar rights.

          (j) 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 Securities or the transactions by

     the Company contemplated in this Agreement or in the other Operative

     Documents, 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

     1935 Act; (C) the qualification of the Indenture under the 1939 Act; and

     (D) such consents, approvals, authorizations, registrations or

     qualifications as may be required under state securities or

     Blue Sky laws.

          (k)  The Company and each "significant subsidiary" of the Company (as

     such term is defined in Rule 1-02 of Regulation S-X promulgated under the

     Act) has been duly organized and is validly existing as a corporation in

     good standing under the laws of the jurisdiction of its incorporation.

          (l)  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 present fairly the information shown

     therein and have 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.

          (m)  There is no pending action, suit, investigation, litigation or

     proceeding, including, without limitation, any environmental action,

     affecting the Company or any of its "significant subsidiaries" 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 Securities hereunder.

          6.   Warranties of Underwriters:

          (a)  Each Underwriter warrants and represents that the information

     furnished in writing to the Company through the Representatives for use in

     the Registration Statement, in the Basic Prospectus, in the Prospectus, or

     in the Prospectus as amended or supplemented is correct as to such

     Underwriter.

          (b)  Each of the Underwriters represents and agrees that it has not

     and will not offer, sell or delivery any of the Securities directly or

     indirectly, or distribute the Prospectus or any other offering material

     relating to the Securities, in or from any jurisdiction except under

     circumstances that will result in compliance with the applicable laws and

     regulations thereof and in a manner that will not impose any obligations on

     the Company except as set forth in this Agreement.

          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 Securities hereunder.

        7.   Indemnification and Contribution:

          (a)  To the extent permitted by law, the Company agrees to indemnify

     and hold you harmless 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 Securities (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 Representatives 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 Securities 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 prior to the written confirmation of the sale involved. 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, 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 Representatives on behalf of such

     Underwriter expressly for use therein. The Company agrees promptly after