AEP Retainer Deferral Plan, Amended


    EXHIBIT
      10(j)(1)


    American
      Electric Power Company, Inc.

    Retainer
      Deferral Plan

    For
      Non-Employee Directors

    (As
      Amended February 9, 2007)

    


    


    This
      document amends and restates effective as of the date executed, the American
      Electric Power Company, Inc. Retainer Deferral Plan For Non-Employee Directors
      (the “Plan”), which was most recently was restated effective January 1, 2005 by
      means of a plan document dated March 10, 2005.

    


    


    Article
      1

    Purpose

    


    The
      purposes of the Plan are to enable the Company to attract and retain qualified
      persons to serve as Non-Employee Directors and to provide Non-Employee Directors
      with an opportunity to defer some or all of their Retainer and, effective
      commencing January 1, 2008, all of each type of Retainer Supplement as a means
      of saving for retirement or other purposes. 

    


    


    Article
      2

    Effective
      Date

    


    The
      Plan
      was initially effective as of January 1, 1997. The changes made by this
      amendment and restatement of the Plan were approved by the Board at its meeting
      held on January 24, 2007 and generally take effect January 1, 2008, although
      implementation of these changes shall commence prior to January 1,
      2008.

    


    


    Article
      3

    Definitions

    


    Whenever
      used in the Plan, the following terms shall have the respective meanings set
      forth below:

    


    
      	3.1  	
              “Account”
                means, with respect to each Participant, the Participant’s separate
                individual memo account established and maintained for the exclusive
                purpose of accounting for the Participant’s deferred Retainers and
                Retainer Supplements. The portion of the Account attributable to
                Retainers
                earned prior to January 1, 2005 (which has been accrued in terms
                of Stock
                Units) shall be referred to as the Participant’s “Pre-2005 Account.” The
                portion of the Account attributable to Retainers earned after January
                1,
                2005 and Retainer Supplements earned on and after January 1, 2008
                shall be
                referred to as the Participant’s “Post-2004 Account.”
                

            


    

    


    
      	3.2  	
              “Beneficiary”
                means, with respect to each Participant, the recipient or recipients
                designated by the Participant who are, upon the Participant’s death,
                entitled in accordance with the Plan’s terms to receive the benefits to be
                paid with respect to the
                Participant.

            


    

    


    
      	3.3  	
              “Board”
                means the Board of Directors of the
                Company.

            


    

    


    
      	3.4  	
              “Change
                in Control” means a change in control of the Company as provided under
                Section 409A(a)(2)(A)(v) of the
                Code.

            


    

    


    
      	3.5  	
              “Code”
                means the Internal Revenue Code of 1986, as amended from time to
                time.

            


    

    


    
      	3.6  	
              “Committee”
                means the Committee on Directors and Corporate Governance of the
                Board.

            


    

    


    
      	3.7  	
              “Common
                Stock” means the common stock, $6.50 par value, of the
                Company.

            


    

    


    
      	3.8  	
              “Company”
                means American Electric Power Company, Inc., a New York corporation,
                and
                any successor thereto.

            


    

    


    
      	3.9  	
              “Contributions”
                means contributions made by the Participant pursuant to an executed
                Retainer Deferral Agreement attributable to Retainers earned on or
                after
                January 1, 2005 and Retainer Supplements earned on or after January
                1,
                2008.

            


    

    


    
      	3.10  	
              “Director”
                means an individual who is a member of the
                Board.

            


    

    


    
      	3.11  	
              “First
                Date Available” means the date of the Participant’s
                Termination.

            


    

    


    
      	3.12  	
              “Fund”
                means the investment options made available to participants in the
                American Electric Power System Incentive Compensation Deferral Plan,
                as
                revised from time to time.

            


    

    


    
      	3.13  	
              “Investment
                Income” means the earnings, gains and losses that would be attributable to
                the investment of such Contributions in a Fund or
                Funds.

            


    

    


    
      	3.14  	
              “Market
                Value” means the closing price of the Common Stock, as published in
                The
                Wall Street Journal
                report of the New York Stock Exchange - Composite Transactions on
                the date
                in question or, if the Common Stock shall not have been traded on
                such
                date or if the New York Stock Exchange is closed on such date, then
                the
                first day prior thereto on which the Common Stock was so
                traded.

            


    

    


    
      	3.15  	
              “Non-Employee
                Director” means any person who serves on the Board and who is not an
                officer of the Company or employee of its
                Subsidiaries.

            


    

    


    
      	3.16  	
              “Participant”
                means any Non-Employee Director who has made an election to defer
                payment
                of all or a portion of such person’s Retainer or Retainer Supplements in
                accordance with the terms of this
                Plan.

            


    

    


    
      	3.17  	
              “Plan
                Year” means the twelve-month period commencing each January 1 and ending
                December 31.

            


    

    


    
      	3.18  	
              “Retainer”
                means the designated annual cash retainer, currently paid quarterly,
                for
                Non-Employee Directors established from time to time by the Board
                as
                annual compensation for services rendered, exclusive of compensation
                for
                service as a member of any committee designated by the Board or in
                connection with any meeting of the Board or special assignment, and
                exclusive of reimbursements for expenses incurred in performance
                of
                service as a Director, and excluding particularly all Retainer Supplements
                and amounts representing per diems or reimbursements for
                expenses.

            


    

    


    
      	3.19  	
              “Retainer
                Deferral Agreement” means a written election signed by the Participant and
                submitted to the Company by which the Participant irrevocably elects
                in
                accordance with the terms of this Plan to reduce his or her Retainer
                or
                Retainer Supplements for the Plan Year and to have the Company treat
                the
                amount of the reduction as a Contribution to this
                Plan.

            


    

    


    
      	3.20  	
              “Retainer
                Supplements” means the amounts other than the Retainer, currently paid
                quarterly, for Non-Employee Directors established from time to time
                by the
                Board for serving as a committee member, for serving as the chair
                of a
                committee, for serving as the presiding director or as a per diem
                to
                compensate a Non-Employee Director for special additional services
                beyond
                those contemplated by the Retainer, but excluding amounts representing
                reimbursements for expenses.

            


    

    


    
      	3.21  	
              “Stock
                Unit” means a measure of value, expressed as a share of Common Stock,
                credited to a Participant under this Plan. No certificates shall
                be issued
                with respect to such Stock Units, but the Company shall maintain
                a
                bookkeeping Account in the name of the Participant to which the Stock
                Units shall relate.

            


    

    


    
      	3.22  	
              “Subsidiary”
                means any corporation in which the Company owns directly or indirectly
                through its Subsidiaries, at least 50 percent of the total combined
                voting
                power of all classes of stock, or any other entity (including, but
                not
                limited to, partnerships and joint ventures) in which the Company
                owns at
                least 50 percent of the combined equity
                thereof.

            


    

    


    
      	3.23  	
              “Termination”
                means termination of services as a Director for any
                reason.

            


    

    


    


    Article
      4

    Election
      to Defer Retainer

    


    
      	4.1  	
              Election

            


    

    


    
      	(a)  	
              On
                or before December 31 of any year, a Non-Employee Director may elect,
                by
                filing with the Company a Retainer Deferral Agreement, to defer receipt
                of
                all or a specified portion of the Director’s Retainer or, effective
                commencing with the Plan Year beginning January 1, 2008, to defer
                receipt
                of all of each type of Retainer Supplement payable for subsequent
                Plan
                Years, beginning with the Plan Year that begins after the date of
                such
                election. 

            


    

    


    
      	(b)  	
              Notwithstanding
                the provisions of paragraph (a), a Non-Employee Director elected
                to fill a
                vacancy on the Company’s Board and who was not a Director on the last day
                of the preceding Plan Year, or whose term of office did not begin
                until
                after that date, may file a Retainer Deferral Agreement, to defer
                receipt
                of all or a specified portion of the Director’s Retainer or, effective
                commencing with the Plan Year beginning January 1, 2008, to defer
                receipt
                of all of each type of Retainer Supplement, payable for the remainder
                of
                such Plan Year, provided such Retainer Deferral Agreement is filed
                within
                30 days after the beginning of his or her term of office and shall
                apply
                only to such portion of the Retainer and Retainer Supplements as
                relates
                to services to be performed, and as would not otherwise become payable
                until, after the date such Retainer Deferral Agreement is
                filed.

            


    

    


    
      	(c)  	
              An
                election made pursuant to a Retainer Deferral Agreement filed in
                accordance with this Section 4.1 shall defer the Director’s receipt of
                payment to a date or dates on or after the Director’s Termination as
                specified in the distribution election submitted in accordance with
                Article 7. 

            


    

    


    
      	4.2  	
              Revocation
                of Election

            


    

    


    An
      effective election pursuant to Section 4.1 may not be revoked or modified
      (except as otherwise stated herein) with respect to the Retainer and Retainer
      Supplements payable for a Plan Year or portion of a Plan Year for which such
      election is effective. An effective election may be terminated or modified
      for
      any subsequent Plan Year by the filing of an election, on or before the last
      day
      of the preceding Plan Year for which such modification or termination is to
      be
      effective.

    


    
      	4.3  	
              Retainer
                Deferral Election

            


    

    


    
      	(a)  	
              Pre-2005
                Deferrals.
                When a Participant effectively elected to defer all or a portion
                of the
                Participant’s Retainer earned prior to January 1, 2005, such deferral was
                effectuated in Stock Units. The number of whole and fractional Stock
                Units
                were computed to three decimal places and credited to the Participant’s
                Pre-2005 Account on the date the deferred Retainer would otherwise
                have
                been payable to the Participant, based on an amount equal to the
                dollar
                amount of the deferred Retainer which otherwise would have been payable
                to
                the Participant divided by the Market Value on such
                date.

            


    

    


    
      	(b)  	
              Post-2004
                Deferrals.
                When a Participant effectively elects to defer all or a portion of
                the
                Participant’s Retainer earned on or after January 1, 2005 and, effective
                commencing January 1, 2008, some or all of the Participant’s Retainer
                Supplements, such deferral shall be credited to the Participant’s
                Post-2004 Account as of the date the Retainer or Retainer Supplements,
                as
                appropriate, otherwise would have been paid to such
                Participant.

            


    

    


    


    Article
      5

    Dividends
      and Adjustments to Pre-2005 Account

    


    
      	5.1  	
              Reinvestment
                of Dividends

            


    

    


    On
      each
      dividend payment date with respect to the Common Stock, the Pre-2005 Account
      of
      a Participant, with Stock Units held pursuant to Article 4, shall be credited
      with an additional number of whole and fractional Stock Units, computed to
      three
      decimal places, equal to the product of the dividend per share then payable,
      multiplied by the number of Stock Units then credited to such Pre-2005 Account,
      divided by the Market Value on the dividend payment date.

    


    
      	5.2  	
              Adjustments

            


    

    


    The
      number of Stock Units credited to a Participant’s Pre-2005 Account pursuant to
      Article 4 shall be appropriately adjusted for any change in the Common Stock
      by
      reason of any merger, reclassification, consolidation, recapitalization, stock
      dividend, stock split or any similar change affecting the Common
      Stock.

    


    
      	5.3  	
              Conversion
                of Stock Units to AEP Stock Fund


            


    

    


    Effective
      as of March 15, 2005, the Stock Units credited to a Participant’s Pre-2005
      Account shall be converted into units in the Fund that determines its value
      and
      Investment Income primarily by reference to Common Stock (the “AEP Stock
      Fund”).

    


    


    Article
      6

    Earnings
      of Post-2004 Account and Converted Pre-2005 Account

    


    
      	6.1  	
              Investment
                of Contributions

            


    

    


    Contributions
      added to a Participant’s Post-2004 Account shall be credited with earnings as if
      invested in the Funds selected by the Participant. To the extent the Participant
      fails to select Funds for the investment of Contributions under the Plan, the
      Participant shall be deemed to have selected the Fund that the Committee has
      designated as the Default Fund. The Participant may change the selected Funds
      by
      providing notification in accordance with the Plan’s procedures. Any change in
      the Funds selected by the Participant shall be implemented in accordance with
      the Plan’s procedures.

    


    
      	6.2  	
              Changing
                Investments

            


    

    


    A
      Participant may elect to transfer all or a portion of the amounts credited
      to
      the Participant’s Post-2004 Account and, after its conversion in accordance with
      Section 5.3, the Participant’s Pre-2005 Account from any Fund or Funds to any
      other Fund or Funds by providing notification in accordance with the Plan’s
      procedures. Such transfers between Funds may be made in any whole percentage
      or
      dollar amounts and shall be implemented in accordance with the Plan’s
      procedures.

    


    
      	6.3  	
              Valuation
                of Account

            


    

    


    The
      amount credited to each Participant's Post-2004 Account and, after its
      conversion in accordance with Section 5.3, the Participant’s Pre-2005 Account
      shall be determined daily based upon the fair market value of such Fund or
      Funds. The fair market value calculation for a Participant's Account shall
      be
      made after all Contributions, distributions, Investment Income and transfers
      for
      the day are recorded. A Participant’s Account, as adjusted from time to time,
      shall continue to be credited with Investment Income until the balance of the
      Account is zero and no additional Contributions are anticipated from such
      Participant by the Committee.

    


    


    Article
      7

    Payment

    


    
      	7.1  	
              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 7.1 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 7.1(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
                the applicable timeframes set forth in Section 4.1, but only if the
                distribution election is submitted in connection with the Participant’s
                initial Retainer Deferral Agreement under this Plan;
                or

            


    

    
      	(B)  	
              During
                the 2005 Distribution Election Period, but only with regard to the
                first
                distribution election form submitted by such Participant during that
                period. For this purpose, the “2005 Distribution Election Period” shall
                such period during which Participant’s are given the opportunity to select
                among the options set forth in Section 7.1(a), provided that such
                period
                shall end no later than December 31, 2005 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
                7.1(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 (A)
                results
                in the deferral of the first scheduled payment by at least 5 years
                and (B)
                does not result in the acceleration of any scheduled payment that
                would
                have been made under the distribution election that had been on file
                with
                respect to such Participant’s
                Account.

            


    

    


    
      	(c)  	
              If
                a Participant fails to submit a distribution election that satisfies
                the
                requirements of this Section 7.1, the Participant’s Account shall be
                distributed in a single lump sum as of the First Date
                Available.

            


    

    


    
      	(d)  	
              For
                purposes of this Section 7.1, the amount to be distributed to a
                Participant shall be based upon the value of 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.

            


    

    


    
      	7.2  	
              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. 

    


    
      	7.3  	
              Determination
                of Cash Payments Attributable to Stock
                Units

            


    

    


    Any
      cash
      payments 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
      Participant’s Termination, deferred distribution date, respective installment
      payment dates or the date of the Participant’s death, as the case may
      be.

    


    


    Article
      8

    Beneficiary
      Designation

    


    Each
      Participant shall be entitled to designate a Beneficiary or Beneficiaries (which
      may be an entity other than a natural person) who, following the Participant’s
      death, will be entitled to receive any payments to be made under Section 7.2.
      At
      any time, and from time to time, any designation may be changed or cancelled
      by
      the Participant without the consent of any Beneficiary. Any designation, change,
      or cancellation must be by written notice filed with the Company and shall
      not
      be effective until received by the Company. Payment shall be made in accordance
      with the last unrevoked written designation of Beneficiary that has been signed
      by the Participant and delivered by the Participant to the Company prior to
      the
      Participant’s death. If the Participant designates more than one Beneficiary,
      any payments under Section 7.2 to the Beneficiaries shall be made in equal
      shares unless the Participant has designated otherwise, in which case the
      payments shall be made in the proportions designated by the Participant. If
      no
      Beneficiary has been named by the Participant or if all Beneficiaries predecease
      the Participant, payment shall be made to the Participant’s estate.

    


    


    Article
      9

    Transferability
      Restrictions

    


    The
      Plan
      shall not in any manner be liable for, or subject to, the debts and liabilities
      of any Participant or Beneficiary. No payee may assign any payment due such
      party under the Plan. No benefits at any time payable under the Plan shall
      be
      subject in any manner to anticipation, alienation, sale, transfer, assignment,
      pledge, attachment, garnishment, levy, execution, or other legal or equitable
      process, or encumbrance of any kind.

    


    


    Article
      10

    Funding
      Policy

    


    The
      Plan
      is an unfunded non-qualified deferred compensation plan and therefore the
      Contributions credited to a Participant's Account and the investment of those
      Contributions in Stock Units or the Fund or Funds selected by the Participant
      are memo accounts that represent general, unsecured liabilities of the Company
      payable exclusively out of the general assets of the Company. In the event
      that
      the Company becomes insolvent, the Participants shall be considered as general
      unsecured creditors of the Company. The Participant’s rights to benefits under
      this Plan shall not be subject in any manner to anticipation, alienation, sale,
      transfer, assignment, pledge encumbrance, attachment or garnishment by creditors
      of any Participant or any beneficiary.

    


    


    Article
      11

    Change
      in Control

    


    Notwithstanding
      any provision of this Plan to the contrary, if a Change in Control of the
      Company occurs, each Participant’s Account will be paid in a lump sum in cash,
      to the Participant, not later than 15 days after the date of such Change in
      Control. 

    


    In
      addition, the Company shall reimburse a Participant for the legal fees and
      expenses incurred if the Participant is required to seek to obtain or enforce
      any right to distribution. Notwithstanding any provisions of this Plan to the
      contrary, the provisions of this Article may not be amended by an amendment
      effected within three years following a Change in Control.

    


    


    Article
      12

    Administration

    


    The
      Plan
      shall be administered by the Committee. The Committee shall have authority
      to
      interpret the Plan, and to prescribe, amend and rescind rules and regulations
      relating to the administration of the Plan, and all such interpretations, rules
      and regulations shall be conclusive and binding on all Participants. The
      Committee may employ agents, attorneys, accountants, or other persons (who
      also
      may be employees of a Subsidiary) and allocate or delegate to them powers,
      rights and duties, all as the Committee may consider necessary or advisable
      to
      properly carry out the administration of the Plan.

    


    


    Article
      13

    Amendment
      and Termination

    


    By
      resolution duly adopted by the Board, the Company (or such person as may be
      designated in such resolution), shall have the right, authority and power to
      alter, amend, modify, revoke, or terminate the Plan; except as provided in
      Article 11. The Company specifically reserves the right to modify the terms
      and
      conditions of any election made pursuant to the Plan to the extent the Company
      determines it is permissible and necessary to cause such change to the elections
      to be consistent with the requirements imposed by the Code. Notwithstanding
      the
      foregoing provisions of this Article 13, no amendment or termination of the
      Plan
      or of any election shall adversely affect the rights of any Participant with
      respect to any amount then credited to such Participant’s Account, unless the
      Participant shall consent thereto in writing.

    


    


    Article
      14

    Miscellaneous

    


    
      	14.1  	
              No
                Right to Continue as a
                Director

            


    

    


    Nothing
      in this Plan shall be construed as conferring upon a Participant any right
      to
      continue as a member of the Board.

    


    
      	14.2  	
              No
                Interest as a Shareholder

            


    

    


    Neither
      Stock Units nor amounts credited to the AEP Stock Fund give a Participant any
      rights whatsoever with respect to shares of Common Stock.

    


    
      	14.3  	
              No
                Right to Corporate Assets

            


    

    


    Nothing
      in this Plan shall be construed as giving the Participant, the Participant’s
      designated Beneficiaries or any other person any equity or interest of any
      kind
      in the assets of the Company or any Subsidiary or creating a trust of any kind
      or a fiduciary relationship of any kind between the Company or any Subsidiary
      and any person. As to any claim for payments due under the provisions of the
      Plan, a Participant, Beneficiary and any other persons having a claim for
      payments shall be unsecured creditors of the Company.

    


    
      	14.4  	
              Payment
                to Legal Representative for
                Participant

            


    

    


    In
      the
      event the Committee shall find that a Participant is unable to care for his
      or
      her affairs because of illness or accident, the Committee may direct that any
      payment due the Participant be paid to the Participant’s duly appointed legal
      representative, and any such payment so made shall be a complete discharge
      of
      the liabilities of the Plan and the Company.

    


    
      	14.5  	
              No
                Limit on Further Corporate
                Action

            


    

    


    Nothing
      contained in the Plan shall be construed so as to prevent the Company or any
      Subsidiary from taking any corporate action which is deemed by the Company
      or
      any Subsidiary to be appropriate or in its best interest.

    


    
      	14.6  	
              Governing
                Law

            


    

    


    The
      Plan
      shall be construed and administered according to the laws of the State of New
      York to the extent that those laws are not preempted by the laws of the United
      States of America.

    


    
      	14.7  	
              Headings

            


    

    


    The
      headings of articles, sections, subsections, paragraphs or other parts of the
      Plan are for convenience of reference only and do not define, limit, construe,
      or otherwise affect its contents.

    


    


    Signed
      this 9th
      day of
      February, 2007.

    


    AMERICAN
      ELECTRIC POWER COMPANY, INC.

    


    


    By  /s/
      Jeffrey D. Cross

    Jeffrey
      D. Cross, Assistant Secretary