Incentive Compensation Deferral Plan, Amended and Restated


    EXHIBIT
      10(m)

    
 

    AMERICAN
      ELECTRIC POWER SYSTEM

    


    INCENTIVE
      COMPENSATION DEFERRAL PLAN

    


    (As
      Amended and Restated Effective January 1, 2005)

    


     

    ARTICLE
      I

    


    PURPOSE
      AND EFFECTIVE DATE

    


    1.1
      The
      American Electric Power System Incentive Compensation Deferral Plan (the “Plan”)
      was established by American Electric Power Service Corporation and such
      subsidiaries and affiliates designated by the Company for participation in
      the
      Plan (“AEP”) to allow Eligible Employees to elect to defer receipt of all or a
      portion of their Incentive Compensation until after their termination of
      employment.

    


    1.2
      The
      Plan was most recently amended and restated effective January 1, 2005 pursuant
      to a document that was signed on June 16, 2005. Except as otherwise specifically
      provided herein, the effective date of the Plan, as amended and restated by
      this
      document, is January 1, 2005.

     

    ARTICLE
      II

    


    DEFINITIONS

    


    2.1
      “Account” means the separate memo account established and maintained by the
      Company or the recordkeeper employed by the Company to record Participant
      deferrals of Incentive Compensation and to record any related Investment Income
      on the Fund or Funds selected by the Participant or Former Participant. The
      portion of the Account attributable to Incentive Compensation earned and vested
      prior to January 1, 2005 (excluding, for this purpose Incentive Compensation
      attributable to 2004 that was subject to discretionary adjustment and first
      available for payment subsequent to December 31, 2004) shall be referred to
      as
      the Participant’s “Legacy Account Balance.” The portion of the Account
      attributable to Incentive Compensation other than that described in the
      immediately preceding sentence shall be referred to as the Participant’s “Active
      Account Balance.”

    


    2.2
“Base
      Compensation” means an employee’s regular annual base salary or wage rate
      determined without regard to any salary or wage reductions made pursuant to
      sections 125 or 402(e)(3) of the Code or participant contributions pursuant
      to a
      pay reduction agreement under the American Electric Power System Supplemental
      Retirement Savings Plan, as amended.

    


    2.3
      “Claims Reviewer” means the person or committee designated by American Electric
      Power Service Corporation (or by a duly authorized person) as responsible for
      the review of claims for benefits under the Plan in accordance with Section
      8.1.
      Until changed, the Claims Reviewer shall be the Director - Compensation and
      Executive Benefits. 

    


    2.4
      “Code” means the Internal Revenue Code of 1986 as amended from time to
      time.

    


    2.5
      “Committee” means the committee designated by the American Electric Power
      Service Corporation (or by a duly authorized person) as responsible for the
      administration of the Plan. Until changed, the Committee shall consist of the
      employees of the Company holding the following positions: employees of the
      Company holding the following positions: head of the Human Resources department
      (currently, Vice President Human Resources); the employee to whom the head
      of
      the Human Resources department reports (currently, Executive Vice President
      -
      Shared Services) and the chief financial officer of the Company. The Committee
      may authorize any person or persons to act on its behalf with full authority
      in
      regard to any of its duties and hereunder other than those set forth in Section
      8.2.

    


    2.6
      “Company” means American Electric Power Service Corporation.

    


    2.7
      “Eligible Employee” means any employee of AEP is designated by the Company as
      eligible to participate in this Plan, provided that effective for deferral
      election periods that begin after January 1, 2005, such employee must be
      employed at exempt salary grade 28 or higher. Individuals not directly
      compensated by AEP or who are not treated by AEP as an active employee shall
      not
      be considered Eligible Employees.

    


    2.8
      “Executive Officer” means Participant who, with respect to AEP, is subject to
      the disclosure requirements set forth in Section 16 of the Securities Exchange
      Act of 1934, as amended.

    


    2.9
      “First Date Available” or “FDA” means (a) with respect to Key Employees, the
      last day of the month coincident with or next following the date that is six
      (6)
      months after the date of the Participant’s or Former Participant’s Termination;
      and (b) with respect to all other Participants and Former Participants, the
      last
      day of the month coincident with or next following the date that is one (1)
      month after the date of the Participant’s Termination; provided, however, that
      the FDA with respect to an Executive Officer shall be no earlier than the
      December 31of the calendar year of such Executive Officer’s
      Termination.

    


    2.10
      “Former Participant” means a Participant whose employment with AEP has
      terminated or a Participant who is no longer an Eligible Employee, but whose
      Account has a balance greater than zero.

    


    2.11
      “Fund” means the investment options made available to participants in the
      American Electric Power System Retirement Savings Plan, as revised from time
      to
      time, except as the Committee may specify otherwise. The investment options
      under the American Electric Power System Retirement Savings Plan were revised
      effective on or about July 5, 2006 in connection with a transition of the
      recordkeeping and trustee services from Fidelity Management Trust Company to
      affiliates of JP Morgan Chase Bank, NA. The investments made available through
      the self-directed brokerage account option thereupon being offered under the
      American Electric Power System Retirement Savings Plan shall not be available
      to
      Participants in this Plan.

    


    2.12
      “Incentive Compensation” means incentive compensation payable pursuant to the
      terms of annual and long-term incentive compensation plans approved by the
      Committee for inclusion in the Plan, provided that such incentive compensation
      shall be determined (a) without regard to (i) any salary or wage reductions
      made
      pursuant to sections 125 or 402(e)(3) of the Code or (ii) participant
      contributions pursuant to a pay reduction agreement under the American Electric
      Power System Supplemental Retirement Savings Plan, as amended, but (b) after
      any
      deferral thereof pursuant to the American Electric Power System Stock Ownership
      Requirement Plan, as amended. Incentive Compensation will not include Base
      Compensation, non-annual bonuses compensation (such as but not limited to
      project bonuses and sign-on bonuses), severance pay, or relocation
      payments.

    


    2.13
      “Investment Income” means, with respect to Incentive Compensation deferred under
      this Plan, the earnings, gains and losses that would be attributable to the
      investment of such deferrals in a Fund or Funds. 

    


    2.14
“Key
      Employee” means a Participant or Former Participant who, determined as of such
      time as is consistent with guidance provided under Section 409A(a)(2)(B)(i)
      of
      the Code, (a) held the office of Vice President or higher with AEP or one of
      its
      subsidiaries or affiliates; (b) was employed at exempt salary grade 34 or
      higher; or (c) otherwise was determined by the Committee to be a “specified
      employee” described in Section 409A(a)(2)(B)(i) of the Code.

    


    2.15
      “Next Date Available” or “NDA” means the June 30 of the calendar year
      immediately following the calendar year in which falls the Participant’s
      Termination. 

    


    2.16
      “Participant” means an Eligible Employee who elects to defer part or all of his
      or her Incentive Compensation. Except to the extent otherwise specified in
      this
      Plan, references to a Participant shall be considered to include a Former
      Participant.

    


    2.17
      “Plan Year” means the twelve-month period commencing each January 1 and ending
      the following December 31.

    


    2.18
      “Retire” means that a Participant terminates employment with AEP and its
      subsidiaries and affiliates after both attaining age 55 and the completing
      five
      years of service with AEP.

    


    2.19
      “Termination” means termination of employment with AEP and its subsidiaries and
      affiliates for any reason; provided, however, that the determination as to
      the
      circumstances that will be considered a Termination shall be made in a manner
      consistent with the requirements imposed under Code 409A(a)(2) and the
      regulations issued thereunder.

    


    2.20
      “2005 Distribution Election Period” means the period or periods designated by
      the Committee during which Participants (or Former Participants) are given
      the
      opportunity to select among the distribution options set forth in Article VI,
      provided that any such period shall end no later than December 31,
      2005.

    


    2.21
      “2006 Distribution Election Period” means the period or periods designated by
      the Committee during which Participants (or Former Participants) are given
      the
      opportunity to select among the distribution options set forth in Article VI,
      provided that any such period shall end no later than December 31,
      2006.

    


    2.22
      ”Applicable Tax Payments” means the following types of taxes that AEP may
      withhold and pay that are applicable to the amount credited to the Participant’s
      Account:

    


    (a) Federal
      Insurance Contributions Act (FICA) tax imposed under Code Sections 3101, 3121(a)
      and 3121(v)(2) (the “FICA Amount”);

    


    (b) Income
      tax at source on wages imposed under Code Section 3401 or the corresponding
      withholding provisions of applicable state, local and foreign tax laws as a
      result of the payment of the FICA Amount; and

    


    (c) The
      additional income tax at source on wages attributable to pyramiding Code Section
      3401 wages and taxes;

    


    provided,
      however, that the total Applicable Tax Payments may not exceed such limits
      as
      may be applicable to comply with the requirements of Code Section
      409A.

     

    ARTICLE
      III

    


    ADMINISTRATION

    


    3.1
      The
      Committee shall have full discretionary power and authority (i) to administer
      and interpret the terms and conditions of the Plan; (ii) to establish reasonable
      procedures with which Participants, Former Participant and beneficiaries must
      comply to exercise any right or privilege established hereunder; and (iii)
      to be
      permitted to delegate its responsibilities or duties hereunder to any person
      or
      entity. The rights and duties of the Participants and all other persons and
      entities claiming an interest under the Plan shall be subject to, and bound
      by,
      actions taken by or in connection with the exercise of the powers and authority
      granted under this Article.

    


    3.2
      The
      Committee may employ agents, attorneys, accountants, or other persons 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.

    


    3.3
      The
      Company shall maintain, or cause to be maintained, records showing the
      individual balances in each Participant’s Account. Statements setting forth the
      value of the amount credited to the Participant's Account as of a particular
      date shall be made available to each Participant no less often than quarterly.
      The maintenance of the Account records and the distribution of statements may
      be
      delegated to a recordkeeper by either the Company or the Committee.

     

    ARTICLE
      IV

    


    PARTICIPATION

    


    4.1
      An
      Eligible Employee shall become a Participant by making a deferral election
      during an applicable election period on a form prescribed by the Company to
      defer part or all of the Eligible Employee’s Incentive Compensation to which
      such election relates, provided that such election shall not result in the
      deferral of Incentive Compensation in excess of an amount that allows for the
      current payment of Applicable Tax Payments. 

    


    4.2
      For
      purposes of Section 4.1, the election period during which Incentive Compensation
      may be subject to an effective deferral election shall be determined as
      follows:

    


    (a) To
      the
      extent that the Incentive Compensation is “performance-based compensation”
(within the meaning of Section 409A(a)(4)(B)(iii) of the Code) that is based
      on
      services performed over a period of at least 12 months, the election period
      shall end no later than six (6) months before the end of the performance
      period.

    


    (b) To
      the
      extent that the Incentive Compensation is not described in Section 4.2(a),
      the
      election period shall end on or before December 31 of the calendar year prior
      to
      the year in which the services on which the Incentive Compensation is based
      are
      to be performed.

    


    (c) Notwithstanding
      (a) and (b), in the case of the first year in which an Eligible Employee becomes
      eligible to participate in the Plan, the election period shall end within 30
      days after the date such Eligible Employee became eligible to participate and
      such election shall apply only with respect to services to be performed
      subsequent to the election.

    


    4.3
      If a
      deferral election is not made by the end of the election period prescribed
      by
      the Company with regard to certain Incentive Compensation that may be earned
      by
      an Eligible Employee, no portion of such Incentive Compensation shall be
      deferred for such Eligible Employee.

    


    4.4
      Incentive Compensation that is deferred under this Plan shall be credited to
      the
      Participant’s Account as follows:

    


    (a) Deferred
      Incentive Compensation that had been earned and vested prior to January 1,
      2005
      has been credited to the Participant’s Legacy Account Balance. No additional
      amounts of Incentive Compensation that is deferred under the terms of this
      Plan
      shall be credited to a Legacy Account Balance.

    


    (b) Deferred
      Incentive Compensation that is earned or vested on or after January 1, 2005
      shall be credited to the Participant’s Active Account Balance. This shall
      include the deferral under this Plan of Incentive Compensation attributable
      to
      2004 that was subject to discretionary adjustment and first available for
      payment subsequent to December 31, 2004.

    


    4.5 The
      Termination (or any subsequent re-employment) of a Participant after such
      Participant has submitted an election to defer any Incentive Compensation shall
      not affect the terms of such election with respect to the Incentive Compensation
      to which such election relates, subject, however, to the provisions for the
      distribution of any such deferred Incentive Compensation pursuant to the
      provisions of Article VI.

     

    ARTICLE
      V

    


    INVESTMENT
      OF DEFERRED AMOUNTS

    


    5.1
      Amounts credited to the Participant’s Account (without regard to whether such
      Account is allocated to such Participant’s Legacy Account Balance or Active
      Account Balance) shall be further 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 Managed Income Fund option. 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.

    


    5.2
      A
      Participant may elect to transfer all or a portion of the amounts credited
      to
      his 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.

    


    5.3
      The
      amount credited to each Participant's Account shall be determined daily based
      upon the fair market value of the Fund or Funds to which that Account is
      allocated. The fair market value calculation for a Participant's Account shall
      be made after all deferrals, 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 the Committee anticipates no additional contributions from
      such Participant.

    


    5.4
      The
      Plan is an unfunded non-qualified deferred compensation plan and therefore
      the
      deferrals credited to a Participant's Account and the investment of those
      deferrals in 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. A 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
      VI

    


    DISTRIBUTIONS

    


    6.1
      Upon
      a Participant’s termination of employment with AEP and its subsidiaries and
      affiliates for any reason, the Company shall cause the Participant or the Former
      Participant to be paid the full amount credited to his or her Account in
      accordance with the following rules:

    


    (a) Legacy
      Account Balance.
      With
      regard to the Participant’s Legacy Account Balance

    


    
      	 	
              (1)

            	
              Pre-Retirement
                Cash-Out.
                If the Participant has not Retired, the Company shall cause the
                Participant to be paid the full amount credited to his or her Legacy
                Account Balance in a single lump sum. The payment shall be made within
                60
                days after the Participant’s
                Termination.

            


    

    


    
      	 	
              (2)

            	
              Post-Retirement
                As Elected.
                If the Participant has Retired, amounts that are credited to the
                Participant's Legacy Account
                Balance:

            


    

    


    
      	 	
              (A)

            	
              Shall
                be distributed to the Participant in one of the following optional
                forms
                as selected by the Participant:

            


    

    


    
      	 	
              (i)

            	
              A
                single lump-sum payment, or 

            


    

    


    
      	 	
              (ii)

            	
              In
                annual installment payments over not less than two nor more than
                ten
                years.

            


    

    


    
      	 	
              (B)

            	
              Shall
                be paid in the form of distribution selected by the Participant pursuant
                to paragraph (A) shall commence within 60 days after the date elected
                by
                the Participant on an effective distribution election form. Such
                date
                elected by the Participant shall be either (1) the date of the
                Participant’s Retirement (provided, however, if the Participant was an
                Executive Officer at the time of his or her Retirement, the earliest
                commencement date (for account valuation purposes) shall be December
                31 of
                the year of such Executive Officer’s Retirement) or (2) the first, second,
                third, fourth or fifth anniversary of the Participant’s Retirement, as
                selected by the Participant. 

            


    

    


    Each
      Participant shall be provided the opportunity to select the form of distribution
      [as set forth in paragraph (A)] and benefit commencement date [as set forth
      in
      paragraph (B)] with regard to the amounts that are credited to the Participant's
      Legacy Account Balance when the Participant first elects to participate in
      the
      Plan. The Participant may amend his or her distribution election with regard
      to
      amounts that are credited to the Participant's Legacy Account Balance at any
      time prior to the date that is at least twelve (12) months prior to the
      Participant's Retirement by submitting a distribution election form in
      accordance with the Plan’s procedures; provided that a modification to the
      Participant’s distribution election with regard to amounts that are credited to
      the Participant's Legacy Account Balance submitted after such 12 month period
      will be effective if submitted no later than June 30, 2005, but only if the
      Participant remains employed for at least ninety (90) days following the
      submission of such distribution election. If the Participant has not submitted
      an effective distribution election with regard to amounts that are credited
      to
      the Participant's Legacy Account Balance at the time of his Retirement, the
      distribution of the amounts that are credited to the Participant's Legacy
      Account Balance shall be in the form of a single lump sum payment made within
      60
      days after the Participant's Retirement. Notwithstanding the preceding sentence,
      distribution to a Participant who was an Executive Officer at the time of his
      Retirement, but who has not submitted an effective distribution election with
      regard to amounts that are credited to the Participant's Legacy Account Balance
      at the time of his Retirement, shall be in the form of a single lump sum payment
      within 60 days after the December 31 of the calendar year of the Participant’s
      Retirement. 

    


    
      	 	
              (3)

            	
              One-Time
                Request for In-Service Withdrawal (Penalty Applies).
                A
                Participant shall be entitled to receive, upon a written request
                to the
                Committee that is effective between April 1 and December 31 of any
                Plan
                Year, a lump sum distribution from his or her Legacy Account Balance
                of an
                amount equal to or greater than 25% of the Participant’s Legacy Account
                Balance as of the date of the request. The date of the request shall
                be
                the date the Committee or the Committee’s representative receives the
                request. The lump sum amount to be paid to the Participant shall
                be
                subject to a 10% early withdrawal penalty, which penalty shall reduce
                the
                amount to be distributed to the Participant or Former Participant.
                The
                Participant or Former Participant shall forfeit the amount of the
                10%
                withdrawal penalty. The lump sum amount shall be paid within 60 days
                after
                the Committee receives the withdrawal request. Any Participant who
                elects
                to receive a benefit under this paragraph shall not be considered
                an
                Eligible Employee with respect to the deferral election periods that
                apply
                to such Participant during the three year period that begins as of
                the
                date the amount is paid to such Participant under this Section, and
                such
                Participant shall not be entitled to request any additional withdrawals
                under this paragraph prior to the Participant’s termination of employment.
                Any effective deferral elections that have already been submitted
                by such
                participant in accordance with Article IV shall be given full force
                and
                effect.

            


    

    


    (b) Active
      Account Balance.
      With
      regard to the Participant’s Active Account Balance the following rules shall
      apply:

    


    
      	 	
              (1)

            	
              Form
                of Distribution.
                The Company shall cause the Participant or the Former Participant
                to be
                paid the full amount credited to his or her Active Account Balance
                in
                accordance with his or her effective election in one of the following
                forms:

            


    

    


    
      	 	
              (A)

            	
              A
                single lump sum distribution 

            


    

    


    
      	 	
              (i)

            	
              as
                of the First Date Available; or

            


    

    


    
      	 	
              (ii)

            	
              as
                of the Next Date Available; or

            


    

    


    
      	 	
              (iii)

            	
              as
                of the fifth anniversary of the First Date Available;
                or

            


    

    


    
      	 	
              (iv)

            	
              as
                of the fifth anniversary of the Next Date Available;
                or

            


    

    


    
      	 	
              (B)

            	
              In
                five (5) annual installments
                commencing

            


    

    


    
      	 	
              (i)

            	
              as
                of the First Date Available; or

            


    

    


    
      	 	
              (ii)

            	
              as
                of the Next Date Available; or

            


    

    


    
      	 	
              (iii)

            	
              as
                of the fifth anniversary of the First Date Available;
                or

            


    

    


    
      	 	
              (iv)

            	
              as
                of the fifth anniversary of the Next Date Available;
                or

            


    

    


    
      	 	
              (C)

            	
              In
                ten (10) annual installments
                commencing.

            


    

    


    
      	 	
              (i)

            	
              as
                of the First Date Available; or

            


    

    


    
      	 	
              (ii)

            	
              as
                of the Next Date Available.

            


    

    


    
      	 	
              (2)

            	
              Effective
                Election.
                For this purpose, a Participant’s election with respect to the
                distribution of his or her Active Account Balance shall not be effective
                unless all of the following requirements are
                satisfied.

            


    

    


    
      	 	
              (A)

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

            


    

    


    
      	 	
              (B)

            	
              The
                election is submitted timely. For purposes of this paragraph, a
                distribution election will be considered “timely” only if it is submitted
                prior to the Participant’s Termination and it satisfies the requirements
                of (i), (ii), (iii) or (iv), below, as may be
                applicable:

            


    

    


    
      	 	
              (i)

            	
              Submitted
                within the applicable election period set forth in Section 4.2, but
                only
                if the distribution election is submitted in connection with the
                Participant’s initial deferral election under this Plan;
                or

            


    

    


    
      	 	
              (ii)

            	
              Submitted
                during the 2005 Distribution Election Period, but only with regard
                to the
                first distribution election form submitted by such Participant during
                that
                period; or

            


    

    


    
      	 	
              (iii)

            	
              Submitted
                during the 2006 Distribution Election Period by a Participant who
                then has
                an Active Account Balance but who was not an Eligible Employee for
                purposes of a deferral election for 2006 by reason of the change
                in the
                definition of Eligible Employee set forth in Section 2.7, but only
                with
                regard to the last distribution election form submitted by such
                Participant during that period; or

            


    

    


    
      	 	
              (iv)

            	
              If
                the Participant is submitting the election to change the timing or
                form of
                distribution that is then in effect with respect to the Participant’s
                Active Account Balance other than an effective distribution election
                submitted as part of the 2005 Distribution Election Period or 2006
                Distribution Election Period, such election must be submitted at
                least one
                year prior to the date of the Participant’s
                Termination.

            


    

    


    
      	 	
              (C)

            	
              If
                the Participant is submitting the election pursuant to paragraph
                (b)(2)(B)(iv) to change the timing or form of distribution that is
                then in
                effect with respect to the Participant’s Active Account Balance (i.e., the
                Participant is not submitting an election with his initial deferral
                election [(B)(i)] nor during the 2005 or 2006 Distribution Election
                Period
                [(B)(ii) & (B)(iii)], the newly selected option must result in the
                further deferral of the first scheduled payment from the Participant’s
                Active Account balance 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(b)(1) shall be treated as a single payment as of the
                first
                scheduled payment date. The requirement included in the prior plan
                document that the newly elected option not result in the acceleration
                of
                any scheduled payment under the replaced option shall be
                disregarded.

            


    

    


    
      	 	
              (D)

            	
              If
                the Participant is submitting the election pursuant to paragraph
                (b)(2)(B)(iii) to change the timing or form of distribution that
                is then
                in effect with respect to the Participant’s Active Account Balance, the
                newly selected option may not defer payments that the Participant
                would
                have received in 2006 if not for the new distribution election nor
                cause
                payments to be made in 2006 if not for the new distribution
                election.

            


    

    


    
      	 	
              (3)

            	
              If
                a Participant fails to submit an effective distribution election
                with
                regard to his Active Account Balance that satisfies the requirements
                of
                Section 6.1(b)(2)(B)(i) (with his timely initial deferral election)
                or
                Section 6.1(b)(2)(B)(ii) (during the 2005 Distribution Election Period)
                or
                Section 6.1(b)(2)(B)(iii) (during the 2006 Distribution Election
                Period),
                as applicable, by the date of such initial deferral election or the
                last
                day of the 2005 or 2006 Distribution Election Period, respectively,
                as
                applicable, such Participant shall be considered to have elected
                a
                distribution of his or her Active Account Balance in a single lump
                sum as
                of the First Date Available.

            


    

    


    
      	 	
              (4)

            	
              Notwithstanding
                any other provision of this Plan to the contrary, if a Participant
                whose
                Termination occurs on or before June 30, 2005 fails to submit an
                effective
                distribution election with regard to his Active Account Balance that
                satisfies the requirements of this Section 6.1(b), the deferral election
                with respect to Contributions credited to such Participant’s Active
                Account Balance shall terminated and the entire balance of such
                Participant’s Active Account Balance shall be distributed to such
                Participant in a single lump sum as soon as administratively practicable
                after the Termination of such
                Participant.

            


    

    


    6.2 (a) For
      purposes of this Article, the amount to be distributed to a Participant or
      Former Participant shall be based upon the value of such individual’s Legacy
      Account Balance or Active Account Balance (as applicable) determined as of
      the
      applicable distribution date (or, if that is not a business day, then as of
      the
      immediately preceding business day) and shall be paid to such individual as
      soon
      as administratively practicable thereafter.

    


    (b) Notwithstanding
      any other provision of this Article, 

    


    
      	 	
              (i)

            	
              if
                the Aggregate Account of a Participant who is not a Key Employee
                is
                $10,000 or less on the date of the Participant’s Termination, the full
                value of the Account shall be distributed as of the First Date Available
                in a single, lump sum distribution regardless of the form elected
                by such
                Participant, provided that all similar arrangements taken into account
                in
                determining the Aggregate Account also provide for such a lump sum
                distribution that is paid on or before the later of (i) December
                31 of the
                calendar year in which occurs the Participant’s Termination, or (ii) the
                15th day of the third month following the Participant’s Termination. For
                this purpose, the term “Aggregate Account” means the entirety of the
                Participant’s interest in this Plan as well as all other similar
                arrangements that would constitute a nonqualified deferred compensation
                plan for purposes of Code Section 409A and the regulations issued
                thereunder. Provided, however,

            


    

    


    
      	 	
              (ii)

            	
              Payment
                to a Participant under any provision of this Plan will be delayed
                at any
                time that the Committee 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 Committee reasonably anticipates that
                the
                making of such payment will not cause such
                violation.

            


    

    


    6.3
      If an
      annual distribution is selected, the amount to be distributed in any one-year
      shall be determined by dividing the Participant’s Legacy Account Balance or
      Active Account Balance (as appropriate) by the number of years remaining in
      the
      elected distribution period. The Participant electing annual distributions
      shall
      have the right to direct changes in the investment of the Account in a Fund
      or
      Funds in accordance with Article V until the amount credited to the Account
      is
      reduced to zero.

     

    ARTICLE
      VII

    


    BENEFICIARIES

    


    7.1
      Each
      Participant may designate a beneficiary or beneficiaries who shall receive
      the
      balance of the Participant's Account if the Participant dies prior to the
      complete distribution of the Participant's Account. Any designation, or change
      or rescission of a beneficiary designation shall be made by the Participant’s
      completion, signature and submission to the Committee of the appropriate
      beneficiary form prescribed by the Committee. A beneficiary form shall take
      effect as of the date the form is signed provided that the Committee receives it
      before taking any action or making any payment to another beneficiary named
      in
      accordance with this Plan and any procedures implemented by the Committee.
      If
      any payment is made or other action is taken before a beneficiary form is
      received by the Committee, any changes made on a form received thereafter will
      not be given any effect. If a Participant fails to designate a beneficiary,
      or
      if all beneficiaries named by the Participant do not survive the Participant,
      the Participant’s Account will be paid to the Participant’s estate. Unless
      clearly specified otherwise in an applicable court order presented to the
      Committee prior to the Participant’s death, the designation of a Participant’s
      spouse as a beneficiary shall be considered automatically revoked as to that
      spouse upon the legal termination of the Participant’s marriage to that
      spouse.

    


    7.2
      Distribution to a Participant’s beneficiary shall be in the form of a single
      lump-sum payment within 60 days after the Committee makes a final determination
      as to the beneficiary or beneficiaries entitled to receive such
      distribution.

     

    ARTICLE
      VIII

    


    CLAIMS
      PROCEDURE

    


    Section
      8.1 The following procedures shall apply with respect to claims for benefits
      under the Plan.

    


    (a) Any
      Participant or Former Participant or beneficiary who believes he or she is
      entitled to receive a distribution under the Plan which he or she did not
      receive or that amounts credited to his or her Account are inaccurate, may
      file
      a written claim signed by the Participant, beneficiary or authorized
      representative with the Claims Reviewer, specifying the basis for the claim.
      The
      Claims Reviewer shall provide a claimant with written or electronic notification
      of its determination on the claim within ninety days after such claim was filed;
      provided, however, if the Claims Reviewer determines special circumstances
      require an extension of time for processing the claim, the claimant shall
      receive within the initial ninety-day period a written notice of the extension
      for a period of up to ninety days from the end of the initial ninety day period.
      The extension notice shall indicate the special circumstances requiring the
      extension and the date by which the Plan expects to render the benefit
      determination.

    


    (b) If
      the
      Claims Reviewer renders an adverse benefit determination under Section 8.1(a),
      the notification to the claimant shall set forth, in a manner calculated to
      be
      understood by the claimant:

    


    
      	 	
              (1)

            	
              The
                specific reasons for the denial of the
                claim;

            


    

    


    
      	 	
              (2)

            	
              Specific
                reference to the provisions of the Plan upon which the denial of
                the claim
                was based;

            


    

    


    
      	 	
              (3)

            	
              A
                description of any additional material or information necessary for
                the
                claimant to perfect the claim and an explanation of why such material
                or
                information is necessary, and 

            


    

    


    
      	 	
              (4)

            	
              An
                explanation of the review procedure specified in Section 8.2, and
                the time
                limits applicable to such procedures, including a statement of the
                claimant’s right to bring a civil action under section 502(a) of the
                Employee Retirement Income Security Act of 1974, as amended, following
                an
                adverse benefit determination on
                review.

            


    

    


    Section
      8.2 The following procedures shall apply with respect to the review on appeal
      of
      an adverse determination on a claim for benefits under the Plan.

    


    (a) Within
      sixty days after the receipt by the claimant of an adverse benefit
      determination, the claimant may appeal such denial by filing with the Committee
      a written request for a review of the claim. If such an appeal is filed within
      the sixty day period, the Committee, or a duly appointed representative of
      the
      Committee, shall conduct a full and fair review of such claim that takes into
      account all comments, documents, records and other information submitted by
      the
      claimant relating to the claim, without regard to whether such information
      was
      submitted or considered in the initial benefit determination. The claimant
      shall
      be entitled to submit written comments, documents, records and other information
      relating to the claim for benefits and shall be provided, upon request and
      free
      of charge, reasonable access to, and copies of all documents, records and other
      information relevant to the claimant’s claim for benefits. If the claimant
      requests a hearing on the claim and the Committee concludes such a hearing
      is
      advisable and schedules such a hearing, the claimant shall have the opportunity
      to present the claimant’s case in person or by an authorized representative at
      such hearing. 

    


    (b) The
      claimant shall be notified of the Committee’s benefit determination on review
      within sixty days after receipt of the claimant’s request for review, unless the
      Committee determines that special circumstances require an extension of time
      for
      processing the review. If the Committee determines that such an extension is
      required, written notice of the extension shall be furnished to the claimant
      within the initial sixty-day period. Any such extension shall not exceed a
      period of sixty days from the end of the initial period. The extension notice
      shall indicate the special circumstances requiring the extension and the date
      by
      which the Committee expects to render the benefit determination.

    


    (c) The
      Committee shall provide a claimant with written or electronic notification
      of
      the Plan’s benefit determination on review. The determination of the Committee
      shall be final and binding on all interested parties. Any adverse benefit
      determination on review shall set forth, in a manner calculated to be understood
      by the claimant:

    


    
      	 	
              (1)

            	
              The
                specific reason(s) for the adverse
                determination;

            


    

    


    
      	 	
              (2)

            	
              Reference
                to the specific provisions of the Plan on which the determination
                was
                based; 

            


    

    


    
      	 	
              (3)

            	
              A
                statement that the claimant is entitled to receive, upon request
                and free
                of charge, reasonable access to, and copies of, all documents, records
                and
                other information relevant to the claimant’s claim for benefits;
                and

            


    

    


    
      	 	
              (4)

            	
              A
                statement of the claimant’s right to bring an action under Section 502(a)
                of ERISA.

            


    

    


    ARTICLE
      IX

    


    MISCELLANEOUS
      PROVISIONS

    


    9.1
      Each
      Participant agrees that as a condition of participation in the Plan, the Company
      may withhold applicable federal, state and local taxes, Social Security taxes
      and Medicare taxes from any distribution hereunder to the extent that such
      taxes
      are then payable. 

    


    9.2
      In
      the event the Committee, in its sole discretion, shall find that a Participant,
      Former Participant or beneficiary is unable to care for his or her affairs
      because of illness or accident, the Committee may direct that any payment due
      the Participant or the beneficiary be paid to the duly appointed personal
      representative of the Participant or beneficiary, and any such payment so made
      shall be a complete discharge of the liabilities of the Plan and the Company
      with respect to such Participant or beneficiary.

    


    9.3
      The
      Company intends to continue the Plan indefinitely but reserves the right, in
      its
      sole discretion, to modify the Plan from time to time, or to terminate the
      Plan
      entirely or to direct the permanent discontinuance or temporary suspension
      of
      deferral contributions under the Plan.; provided that no such modification,
      termination, discontinuance or suspension shall reduce the benefits accrued
      for
      the benefit of any Participant or beneficiary under the Plan as of the date
      of
      such modification, termination, discontinuance or suspension.

    


    9.4
      Nothing in the Plan shall interfere with or limit in any way the right of AEP
      to
      terminate any Participant’s employment at any time, or confer upon a Participant
      any right to continue in the employ of AEP.

    


    9.5
      The
      Company intends the following with respect to this Plan: (1) Section 451(a)
      of
      the Code would apply to the Participant's recognition of gross income as a
      result of participation herein; (2) the Participants will not recognize gross
      income as a result of participation in the Plan unless and until and then only
      to the extent that distributions are received; (3) the Company will not receive
      a deduction for amount credited to any Account unless and until and then only
      to
      the extent that amounts are actually distributed; (4) the provisions of Parts
      2,
      3, and 4 of Subtitle B of Title I of ERISA shall not be applicable; and (5)
      the
      design and administration of the Plan are intended to comply with the
      requirements of Section 409A of the Code, to the extent such section is
      effective and applicable to amounts deferred hereunder. However, no Eligible
      Employee, Participant, Former Participant, beneficiary or any other person
      shall
      have any recourse against the Corporation, the Company, the Committee or any
      of
      their affiliates, employees, agents, successors, assigns or other
      representatives if any of those conditions are determined not to be
      satisfied.

    


    9.6
      The
      Plan shall be construed and administered according to the applicable provisions
      of ERISA and the laws of the State of Ohio.

    


    American
      Electric Power Service Corporation has caused this amendment and restatement
      of
      the American Electric Power System Incentive Compensation Deferral Plan to
      be
      signed as of this 28th day of December, 2006.

    


    
      	 	
              AMERICAN
                ELECTRIC POWER SERVICE CORPORATION

            
	 	 
	 	
              By: /s/
                Genevieve A. Tuchow

            
	 	
              Genevieve
                A. Tuchow 

            
	 	
              Vice
                President, Human Resources