AEP Stock Unit Accumulation Plan, First Amendment


    EXHIBIT
      10(j)(2)(A)


    
      First
        Amendment to

      American
        Electric Power Company, Inc.

      Stock
        Unit Accumulation Plan

      For
        Non-Employee Directors

      (As
        Amended December 10, 2003)

      


      


      This
        Amendment is made to the American Electric Power Company, Inc. Stock Unit
        Accumulation Plan For Non-Employee Directors (the “Plan”) to clarify the manner
        in which the provisions for the payment of a Participant’s Account have been
        modified to better assure compliance with the requirements of Section 409A
        of
        the Internal Revenue Code of 1986, as amended. 

      


      1. New
        Sections 3.17 and 3.18 are added to the Plan to read as follows:

      


      “3.17 “First
        Date Available” means the date of the Participant’s Termination.

      


      3.18 “Code”
        means the Internal Revenue Code of 1986, as amended.”

      


      2. Article
        6
        of the Plan is amended effective January 1, 2005 to read as
        follows:

      


      “Article
        6

      Payment
        of Stock Units

      


      6.1 Manner
        of Payment Upon Termination

      


      	(a)  	
              All
                amounts credited to a Participant’s Account shall be paid to the
                Participant in accordance with the Participant’s effective election in one
                of the following forms

            


      


      	(i)  	
              A
                single lump sum distribution 

            


      	(A)  	
              as
                of the First Date Available; or

            


      	(B)  	
              as
                of the fifth anniversary of the First Date Available;
                or

            


      


      	(ii)  	
              In
                five (5) annual installments commencing

            


      	(A)  	
              as
                of the First Date Available; or

            


      	(B)  	
              as
                of the fifth anniversary of the First Date Available;
                or

            


      


      	(iii)  	
              In
                ten (10) annual installments commencing as of the First Date
                Available.

            


      


      	(b)  	
              For
                this purpose, a Participant’s election under Section 6.1 shall not be
                effective unless all of the following requirements are
                satisfied.

            


      


      	(i)  	
              The
                election is submitted to the Company in writing in a form determined
                by
                the Committee to be acceptable;

            


      


      	(ii)  	
              The
                election is submitted timely. For purposes of this Section 6.1(b)(ii),
                a
                distribution election will be considered “timely” only if it satisfies the
                requirements of (A), (B) or (C), below, as may be
                applicable:

            


      	(A)  	
              Within
                30 days after the beginning of his or her initial term of office
                as a
                Director; or

            


      	(B)  	
              During
                the 2007 Distribution Election Period, but only with regard to the
                last
                distribution election form submitted by such Participant during such
                a
                period as is applicable to that Participant. For this purpose, the
“2007
                Distribution Election Period” shall be such period during which one or
                more Participants are given the opportunity to select among the options
                set forth in Section 6.1(a), provided that such period shall end
                no later
                than December 31, 2007 or, with respect to a particular Participant,
                such
                earlier date of such Participant’s Termination;
                or

            


      	(C)  	
              At
                least one year prior to the date of the Participant’s
                Termination.

            


      


      	(iii)  	
              Unless
                submitted under the terms and conditions described in Section
                6.1(b)(ii)(A) or (B), the election makes a permissible change in
                the
                distribution option selected. A change in the distribution option
                will be
                considered permissible for purposes of the immediately preceding
                sentence
                only if the new distribution election selects an option that results
                in
                the deferral of the first scheduled payment by at least 5 years.
                For
                purposes of compliance with the rule set forth in Section 409A(a)
                of the
                Code (and the regulations issued thereunder), each distribution option
                described in Section 6.1(a) shall be treated as a single payment
                as of the
                first scheduled payment date.

            


       

      	(iv)  	
              If
                the Participant is submitting the election pursuant to paragraph
                (b)(ii)(B) to change the timing or form of distribution that is then
                in
                effect with respect to the Participant’s Career Share Account, the newly
                selected option may not defer payments that the Participant would
                have
                received in 2007 if not for the new distribution election nor cause
                payments to be made in 2007 if not for the new distribution
                election.

            


      	 	 


      	(c)  	
              For
                purposes of this Section 6.1(b), if a Participant’s effective distribution
                election form was submitted using the options that had been made
                available
                under the Plan as in effect prior to January 1, 2005 [i.e., as either
                (A)
                a single lump-sum payment, or in annual installment payments over
                not more
                than ten years; (B) commencing within 10 days after the date of the
                Participant’s Termination or up to five years after the Participant’s
                Termination], then:

            


      


      	(i)  	
              If
                the Participant’s Termination occurs prior to the expiration of the 2007
                Distribution Election Period last applicable to the Participant,
                the
                Participant’s effective distribution election form shall be given full
                effect; and

            


      


      	(ii)  	
              If
                the Participant’s Termination occurs after the expiration of the 2007
                Distribution Election Period last applicable to such Participant,
                the
                Participant shall be considered to have elected the corresponding
                option
                as set forth in Section 6.1(a).

            


      


      	(d)  	
              If
                a Participant fails to submit an effective distribution election
                with
                regard to his Account that satisfies the requirements of Section
                6.1(b)(ii)(A) (upon commencement of initial term) or Section 6.1(b)(ii)(B)
                (during an applicable 2007 Distribution Election Period), as applicable,
                by the applicable due date, such Participant shall be considered
                to have
                elected a distribution of his or her Account in a single lump sum
                as of
                the First Date Available.”

            


      


      6.2 Manner
        of Payment Upon Death

      


      Notwithstanding
        the Participant’s election, if a Participant dies while amounts remain credited
        to the Participant’s Account, the balance of the Account will be paid in a lump
        sum in cash as soon as reasonably practicable after the date of the
        Participant’s death to the Beneficiary or the Participant’s estate, as the case
        may be. 

      


      6.3 Determination
        of Cash Payments Attributable to Stock Units

      


      The
        amount to be distributed pursuant to Section 6.1 or 6.2 shall be based upon
        the
        value of the Stock Units in the Participant’s Account determined as of the
        applicable distribution date (or, if that is not a business day, then as
        of the
        next business day thereafter) and shall be paid to such Participant as soon
        as
        administratively practicable thereafter. The value of Stock Units shall be
        calculated on the basis of the average of the Market Value of the Common
        Stock
        for the last 20 trading days prior to the applicable distribution
        date.

      


      6.4 Avoiding
        Violation of Applicable Law 

      


      Notwithstanding
        any provision of this Article to the contrary, payment to a Participant will
        be
        delayed at any time that the Company reasonably anticipates that the making
        of
        such payment will violate Federal securities laws or other applicable law;
        provided however, that any payments so delayed shall be paid at the earliest
        date at which the Company reasonably anticipates that the making of such
        payment
        will not cause such violation.”

      


      3. The
        definition of “Change in Control” set forth in Article 10 of the Plan is amended
        effective January 1, 2005 to read as follows:

      


      “A
        “Change in Control” means a change in control of the Company as provided under
        Section 409A(a)(2)(A)(v) of the Code.”

      


      


      Signed
        this 9th day of February, 2007.

      


      AMERICAN
        ELECTRIC POWER COMPANY, INC.

      


      


      By         
         /s/
        Jeffrey D. Cross

      Jeffrey
        D. Cross, Assistant Secretary