EXHIBIT 4(c) Instruction No. 2 Kentucky Power Company Unsecured Medium Term Notes, Series A Instructions To: Bankers Trust Company, as Trustee Trade or sale date: 11-04-98 Principal Amount: $30,000,000 Maturity Date: 11-10-2008 Interest Rate: 6.45% Redemption Provisions: Redeemable: Yes ___ No X -- In Whole: Yes ___ No X -- In Part: Yes ___ No X -- Original Issue Date: 11-09-98 Public Offering Price: 100% Presenting Agent's Commission: 0.625% Net Proceeds to Company: 99.375% CUSIP No.: 49138Q AB 0 Account number of participant account maintained by DTC on behalf of Presenting Agent: Merrill Lynch #5132 Account number of participant account maintained by DTC on behalf of Trustee: Each Presenting Agent's name and proportionate amount of Global Note: Merrill Lynch 100% Name in which the Note is to be registered (Registered Owner): Cede & Co. Address and taxpayer identification number of Registered Owner and address for payment: The Depository Trust Company 55 Water Street New York, NY 10041 #13-2555119 Original Issue Discount Security: Yes ___ No x Yield to Maturity: 6.45% Initial Accrual Period: 11-09-98 - 03-31-99 Account of Company into which net proceeds are to be deposited: Citibank ABA #021-000-089 Account #4057-2089 Any Other Book-Entry Note represented by Global Security (to the extent known): KENTUCKY POWER COMPANY By: /s/ A. A. Pena (President, Vice President, or Treasurer)